-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PEl1Xwoi92NAXcjWuPJIk+0NtbSN9phNM/fTiwKLrQbjYPu4OpmogMBvDoJhbxKv UsLI90YIHOCqXLJs8BRcbQ== 0000067578-00-000003.txt : 20000329 0000067578-00-000003.hdr.sgml : 20000329 ACCESSION NUMBER: 0000067578-00-000003 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000131 FILED AS OF DATE: 20000328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEY MARKET TRUST /PA CENTRAL INDEX KEY: 0000067578 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251328013 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: SEC FILE NUMBER: 811-02550 FILM NUMBER: 580882 BUSINESS ADDRESS: STREET 1: FEDERATED INVESTORS TWR CITY: PITTSBURGH STATE: PA ZIP: 15222-3779 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GEN. COUNSEL EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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EX-99 3 Exhibit 77N The following Executive Committee and Board of Directors meeting minutes and Letters to the SEC describe action taken during Money Market Trust's reporting period with respect to defaulted securities held during the period covered by this report. MINUTES OF THE MEETING HELD AUGUST 10, 1999 OF THE EXECUTIVE COMMITTEE OF: Cash Trust Series, Inc. ("CTSI") Federated Insurance Series ("FINS") Money Market Management, Inc. ("MMM") Money Market Obligations Trust ("MMOT") Money Market Trust ("MMT") (the "Funds") ________________________________________________________________________ Pursuant to call, a telephonic meeting (the "Meeting") of the Funds convened at 4:30 P.M. on Tuesday, August 10, 1999 at the Federated Investors, Inc. ("Federated") Tower, Pittsburgh, Pennsylvania. The following members, constituting the Executive Committee (the "Committee"), were present at the meeting: John F. Donahue (by telephone) John E. Murray, Jr., J.D. (by telephone) The following persons were also present in person, unless noted otherwise, at the Meeting: G. Andrew Bonnewell, Senior Corporate Counsel, Federated Jonathan Conley, Senior Vice President, Federated Global Investment Management Company, Federated Investment Counseling, Federated Investment Management Company, and Passport Research Limited ("Federated Advisory Companies") William D. Dawson, III, Executive Vice President and Chief Investment Officer, Federated Advisory Companies J. Christopher Donahue (via telephone), President and Chief Executive Officer, Federated; President, Federated Advisory Companies; Officer of the Funds Thomas R. Donahue, Vice President, Chief Financial Officer and Treasurer, Federated Emily H. Emigh, Senior Vice President, Federated Administrative Services ("FAS"); Director of Internal Audit, Federated Raymond Hanley, Senior Vice President, Federated Investors Management Company ("FIMCo") Stephen A. Keen, General Counsel, Federated Suzanne W. Land, Paralegal Supervisor, Federated Denis McAuley, III, Senior Vice President, FIMCo, Vice President, FII Holdings, Inc., and Assistant Treasurer, Federated John W. McGonigle, Chief Legal Officer and Executive Vice President, Federated; Officer of the Funds Leslie K. Ross, Associate Corporate Counsel, Federated Richard J. Thomas, Vice President, FAS Mr. Stephen A. Keen stated that the purpose of the meeting was to discuss the likely default of funding agreements (the "Funding Agreements") issued by General American Life Insurance Company ("General American") and held by Automated Cash Management Trust ("ACMT"), a portfolio of MMOT; Federated Master Trust ("FMT"), a portfolio of MMOT; Federated Prime Money Fund II ("IFPMF"), a portfolio of FINS; MMM; MMT; and Prime Cash Series ("PCS"), a portfolio of CTSI (collectively, "the Money Market Funds"). Mr. Keen described the structure of the Funding Agreements, indicating that they were contracts between General American and the Money Market Funds. Mr. Keen reported that each of the Funding Agreements included a demand feature, exercisable on seven days' notice, which entitled the Money Market Funds to receive their invested funds back from General American. He noted that the Money Market Funds had exercised their demand features on August 4, 1999, and were due payment from General American on August 11, 1999. He reported that earlier in the day, Federated Investment Management Company (the "Adviser"), investment adviser to the Money Market Funds, had received information that General American had defaulted on similar funding agreements with other investors who had exercised demand features. In addition, the Adviser had discovered that General American had requested and received administrative supervision from the Missouri insurance commissioner. Mr. Keen noted such action could constitute an event of insolvency under Rule 2a-7 of the Investment Company Act of 1940. He added that it was likely that the Adviser would determine that the Funding Agreements no longer presented minimal credit risks. Mr. Keen said that as a consequence, the Money Market Funds were required to dispose of the Funding Agreements unless the Board of Directors of the Money Market Funds found that such disposal would not be in the best interests of the Money Market Funds. Mr. Keen asked Mr. Dawson to provide background on the General American situation. Mr. William D. Dawson, III indicated that the General American situation resulted from its issuance of a significant amount of short- term funding agreements to large institutional investors, primarily money market funds. He said that the funding agreements included a demand feature exercisable on seven days' notice. He indicated that on July 30, 1999, Moody's Investors Services, Inc. ("Moody's") downgraded General American's long-term rating from A2 to A3 and a large number of investors exercised their demand features. Mr. Dawson said that this required General American to raise a significant amount of cash within a short time frame, and that it had inadequate liquidity resources to do so. Mr. Dawson noted that in a press release earlier in the day, General American had indicated that it was well capitalized and had adequate assets to meet its obligations. He further noted that the press release indicated that General American had requested administrative supervision to allow it to respond to its institutional investors, making certain that all its obligations were honored. Mr. Dawson indicated that based on such information, he believed that the General American situation was an issue of liquidity, not insolvency, and that a loss under the Funding Agreements was unlikely. Mr. Dawson then chronicled recent ratings of General American. He reported that on March 5, 1999, Moody's downgraded General American's long-term rating from A1 to A2. He said that shortly thereafter, Federated downgraded its rating of General American from a 3 to a 4. Mr. Dawson said that on July 30, 1999, Moody's downgraded General American's long-term rating from A2 to A3. Mr. Dawson noted that on August 9, 1999, Moody's downgraded General American's long-term rating from A3 to Ba1 and Standard & Poor's ("S&P") downgraded General American's short- term rating from A-1+ to A-3. On August 10, 1999, S&P downgraded General American's short-term ratings from A-3 to R and Duff & Phelps Credit Rating Co. downgraded General American's short-term and long term-ratings from D-1/AA to D-5/DD. Mr. Keen interjected that due to the prior day's downgrades, the Funding Agreements were not eligible securities for the Money Market Funds. Mr. Keen then noted that the net asset value of the Money Market Funds was protected by portfolio insurance issued by a subsidiary of Zurich American Insurance Group. Mr. Keen explained that the insurance policy provides that, in the event of a default in a portfolio of any of the Money Market Funds, the insurance company will pay the fund the amount, up to the policy limit, necessary for the Money Market Funds to continue to price their shares at $1.00. Mr. Keen noted that the insurance policy provides coverage for losses up to $150,000,000. Mr. Dawson interjected that there was minimal risk that, if the Funding Agreements were not paid in full, the loss would exceed the Money Market Funds' default insurance coverage. Mr. Keen then discussed options for resolving the issue and pricing the Money Market Funds. He indicated that the Money Market Funds could either liquidate or retain the Funding Agreements. However, he noted that an immediate liquidation was not viable because the Funding Agreements were actually contracts between General American and the Money Market Funds, and were thus not readily transferable. Mr. Dawson interjected that market conditions would likely affect the orderly disposition of the Funding Agreements, even if they could be transferred. Mr. Keen then discussed the means for valuing shares. After full discussion, the Executive Committee of each of the Funds, individually, and unanimously, RESOLVED, that the Executive Committee of the Money Market Funds hereby determines that each of the Money Market Funds could continue to use the amortized cost method of valuing its shares and that it was not in the best interest of the Money Market Funds to liquidate the funding agreements. The Committee then agreed to submit this determination to the Board for ratification. It was also noted that the Committee would reconvene, if necessary. There being no further business to come before the Committee, the meeting was thereupon duly adjourned. Respectfully submitted, /s/ John F. Donahue John F. Donahue /s/ John E. Murray, Jr. J.D. John E. Murray, Jr., J.D. MINUTES OF THE MEETING HELD AUGUST 11, 1999 OF THE BOARDS OF: Cash Trust Series, Inc. ("CTSI") Federated Insurance Series ("FINS") Money Market Management, Inc. ("MMM") Money Market Obligations Trust ("MMOT") Money Market Trust ("MMT") ("the Funds") ________________________________________________________________________ Pursuant to call, a Special Telephonic Meeting (the "Meeting") of the Board of Directors (the "Board") of the Funds convened at 10:00 A.M. on Wednesday, August 11, 1999, at Federated Investors, Inc. ("Federated") Tower, Pittsburgh, Pennsylvania. The following members, constituting the full Board, with the exception of Peter E. Madden, were present at the Meeting via telephone (unless noted otherwise): John F. Donahue (in person) J. Christopher Donahue Thomas G. Bigley Lawrence D. Ellis, M.D. John T. Conroy, Jr. Edward L. Flaherty, Jr. Nicholas P. Constantakis Charles F. Mansfield, Jr. William J. Copeland John E. Murray, Jr., J.D. John F. Cunningham Wesley W. Posvar Marjorie P. Smuts John S. Walsh The following persons were also present in person (unless noted otherwise) at the Meeting: G. Andrew Bonnewell, Senior Corporate Counsel, Federated Jonathan Conley, Senior Vice President, Federated Global Investment Management Company, Federated Investment Counseling, Federated Investment Management Company, and Passport Research Limited ("Federated Advisory Companies") William D. Dawson, III, Executive Vice President and Chief Investment Officer, Federated Advisory Companies J. Christopher Donahue, President and Chief Executive Officer, Federated; President, Federated Advisory Companies; Officer of the Funds (via telephone) Thomas R. Donahue, Vice President, Chief Financial Officer and Treasurer, Federated Emily H. Emigh, Senior Vice President and Director of Internal Audit, Federated Administrative Services ("FAS") Raymond Hanley, Senior Vice President, Federated Investors Management Company ("FIMCo") Stephen A. Keen, General Counsel, Federated Suzanne W. Land, Paralegal Supervisor, Federated Denis McAuley, III, Senior Vice President, FIMCo, Vice President, FII Holdings, Inc., and Assistant Treasurer, Federated John W. McGonigle, Chief Legal Officer and Executive Vice President, Federated; Officer of the Funds Matthew G. Maloney (via telephone), Partner, Dickstein Shapiro Morin & Oshinsky LLP; Special Counsel to the Funds Leslie K. Ross, Associate Corporate Counsel, Federated Richard J. Thomas, Vice President, FAS Mr. John F. Donahue served as Chairman and Mr. John W. McGonigle recorded the proceedings as Secretary. Mr. Stephen A. Keen stated that the purpose of the meeting was to discuss funding agreements (the "Funding Agreements") issued by General American Life Insurance Company ("General American") and held by Automated Cash Management Trust ("ACMT"), a portfolio of MMOT; Federated Master Trust ("FMT"), a portfolio of MMOT; Federated Prime Money Fund II ("IFPMF"), a portfolio of FINS; MMM; MMT; and Prime Cash Series ("PCS"), a portfolio of CTSI (collectively, "the Money Market Funds"). Mr. Keen reported that the Funding Agreements were no longer eligible securities under Rule 2a-7 of the Investment Company Act of 1940. He described the structure of the Funding Agreements, indicating that they were contracts between General American and the Money Market Funds. Mr. Keen reported that each of the Funding Agreements included a demand feature, exerciseable on seven days' notice, which entitled the Money Market Funds to receive their invested funds back from General American. He noted that the Money Market Funds had exercised their demand features on August 4, 1999, and were due payment from General American on August 11, 1999. He reported that on August 10, 1999, Federated Investment Management Company (the "Adviser"), investment adviser to the Money Market Funds, had received information that General American had defaulted on similar funding agreements with other investors who had exercised demand features. In addition, the Adviser had discovered that General American had requested and received administrative supervision from the Missouri insurance commissioner. Mr. Keen noted that such action could constitute an event of insolvency under Rule 2a-7. He added that it was likely that the Adviser would determine that the Funding Agreements no longer presented minimal credit risks. Finally, he noted that as a result of ratings downgrades on August 9, 1999, the Funding Agreements were no longer eligible securities for the Money Market Funds. Mr. Keen said that as a consequence, the Money Market Funds were required to dispose of the Funding Agreements absent a finding by the Board of Directors of the Money Market Funds that such disposal would not be in the best interests of the Money Market Funds. Mr. Keen asked Mr. Dawson to provide background on the General American situation. Mr. William D. Dawson, III indicated that the General American situation resulted from its issuance of a significant amount of short- term funding agreements to large institutional investors, primarily money market funds. He said that the funding agreements included a demand feature exerciseable on seven days' notice. He indicated that on July 30, 1999, Moody's Investors Service ("Moody's") downgraded General American's long-term rating from A2 to A3 and a large number of investors exercised their demand features. Mr. Dawson said that this required General American to raise a significant amount of cash within a short time frame, and that it had inadequate liquidity resources to do so. Mr. Dawson noted that in a press release issued on August 10, 1999, General American had indicated that it was well capitalized and had adequate assets to meet its obligations. He further noted that the press release indicated that General American had requested administrative supervision to allow it to respond to its institutional investors, making certain that all its obligations were honored. Mr. Dawson indicated that based on such information, he believed that the General American situation was an issue of liquidity, not insolvency, and that a loss under the Funding Agreements was unlikely. Mr. Dawson then chronicled recent ratings of General American. He reported that on March 5, 1999, Moody's downgraded General American's long-term rating from A1 to A2. He said that shortly thereafter, Federated downgraded its rating of General American from a 3 to a 4. Mr. Dawson said that on July 30, 1999, Moody's downgraded General American's long-term rating from A2 to A3. Mr. Dawson noted that on August 9, 1999, Moody's downgraded General American's long-term rating from A3 to Ba1 and Standard & Poor's ("S&P") downgraded General American's short-term rating from A-1+ to A-3. On August 10, 1999, S&P downgraded General American's short-term ratings from A-3 to R and Duff & Phelps Credit Rating Co. downgraded General American's short-term and long-term ratings from D-1/AA to D-5/DD. Mr. Keen interjected that due to the prior day's downgrades, the Funding Agreements were not eligible securities for the Money Market Funds. Mr. Keen then noted that the net asset value of the Money Market Funds was protected by portfolio insurance issued by a subsidiary of Zurich American Insurance Group. Mr. Keen explained that the insurance policy provides that, in the event of a default in a portfolio of any of the Money Market Funds, the insurance company will pay the fund the amount, up to the policy limit, necessary for the Money Market Funds to continue to price their shares at $1.00. Mr. Keen noted that the insurance policy provides coverage for losses up to $150,000,000. Mr. Dawson interjected that there was minimal risk that, if the Funding Agreements were not paid in full, the loss would exceed the Money Market Funds' default insurance coverage. Mr. Dawson indicated that the Money Market Funds hold $320 million in Funding Agreements. He informed the Board that a representative of J.P. Morgan & Co. had contacted the Adviser on August 10, 1999 and indicated that they would like to discuss the possibility of engaging in credit swaps and that the Adviser was going to explore such possibility. Mr. Keen reviewed the discussions that had taken place at the Executive Committee Meeting held on August 10, 1999. He indicated that action alternatives had been debated, and that the Committee had resolved that the Money Market Funds should not liquidate their positions in General American, and that the Money Market Funds could continue to use the amortized cost method of valuating their shares. Mr. Keen explained to the Board that it was their responsibility to determine whether the security should be liquidated or retained. He noted that an immediate liquidation was not viable because the Funding Agreements were actually contracts between General American and the Money Market Funds, and were thus not readily transferable. Mr. Dawson interjected that market conditions would likely affect the orderly disposition of the Funding Agreements, even if they could be transferred. Mr. Keen then discussed the means for valuing shares. After full discussion, on motion duly made and seconded, the full Boards present of each of the Funds, individually, unanimously RESOLVED, that the Boards of Directors of the Money Market Funds hereby determine that it is not in the best interest of the Money Market Funds to liquidate the securities, and further determines that each of the Money Market Funds will continue to use the amortized cost method of valuation to value its shares. There being no further business, on motion duly made and seconded, the Meeting was thereupon duly adjourned. Respectfully submitted, /s/ John W. McGonigle John W. McGonigle Secretary Federated Investors Management Co. Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA 15222-3779 412-288-1900 Phone www.federatedinvestors.com August 11, 1999 By FAX and Overnight Mail Mr. Paul Roye Director of the Division of Investment Management Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Money Market Obligations Trust, on behalf of its Automated Cash Management Trust ("ACMT") Federated Master Trust ("FMT") Federated Insurance Series, on behalf of its Federated Prime Money Fund II ("IFPMF") Money Market Management ("MMM") Money Market Trust ("MMT") Cash Trust Series, Inc., on behalf of its Prime Cash Series ("PCS") Dear Mr. Roye: This letter is to follow up the letter (the "Letter") that Federated Investment Management Company (the "Adviser"), as investment adviser to the above-referenced investment companies (collectively, the "Funds"), provided earlier today pursuant to the Rule 2a-7(c)(6)(iii) under the Investment Company Act of 1940. On August 11, 1999, the Funds' Boards of Directors ("Boards") met with regard to the issue described in the Letter and affirmed the determinations made on August 10, 1999 by the Executive Committee of the Funds' Boards. Specifically, the Boards determined that each Fund could continue to use the Amortized Cost Method of valuing its shares in accordance with Rule 2a-7. The Boards therefore determined that it would be in the best interest of the Funds' shareholders to continue to hold the funding agreements issued by General American Life Insurance Company, St. Louis, Missouri. Please contact me at (412) 288-1412 or Leslie K. Ross at (412) 288-7404 if you would like any further information on this matter. Very truly yours, Federated Investment Management Company By: /s/G. Andrew Bonnewell G. Andrew Bonnewell Vice President and Secretary Federated Investors Management Co. Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA 15222-3779 412-288-1900 Phone www.federatedinvestors.com August 11, 1999 By FAX and Overnight Mail Mr. Paul Roye Director of the Division of Investment Management Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Money Market Obligations Trust, on behalf of its Automated Cash Management Trust ("ACMT") Federated Master Trust ("FMT") Federated Insurance Series, on behalf of its Federated Prime Money Fund II ("IFPMF") Money Market Management ("MMM") Money Market Trust ("MMT") Cash Trust Series, Inc., on behalf of its Prime Cash Series ("PCS") Dear Mr. Roye: Pursuant to rule 2a-7(c)(6)(iii) of the Investment Company Act of 1940 (the "1940 Act"), Federated Investment Management Company (the "Adviser"), as investment adviser to the above-referenced, registered, open-end investment companies (collectively, the "Funds"), hereby notifies the Commission of: (1) an imminent default with respect to various funding agreements issued by General American Life Insurance Company, St. Louis, Missouri ("General American") held by the Funds (the "Funding Agreements"); and (2) a possible "Event of Insolvency" of the Funding Agreement' issuer, General American. At the time of its purchase, each Funding Agreement was a First Tier Security, as defined by Rule 2a-7 of the 1940 Act (the "Rule"). The Funds purchased the Funding Agreements in the following amounts: Fund Principal Amount % of Total Fund Assets ACMT $122,500,000 5.156%1 PCS $172,000,000 3.763% FMT $10,000,000 2.538% MMT $10,000,000 2.433% MMM $3,500,000 4.311% IFPMF $2,000,000 1.369% ______________________________ 1 At the time of purchase, Funding Agreements comprised less than 5% of ACMT's total assets. Net redemptions have resulted in ACMT's Funding Agreements exceeding 5% of its total assets. Each of the Funding Agreements included a Demand Feature (as defined in the Rule) that the Funds may exercise upon seven days' notice. On August 4, 1999, the Funds exercised their Demand Features. On August 9, 1999 the investment ratings of General American were downgraded so that its Funding Agreements were no longer Eligible Securities. On August 10, 1999 the Adviser received information that General American failed to timely repay similar funding agreements bought by other purchasers who exercised their Demand Features. Finally, on August 10, 1999 General American requested and received administrative supervision from the Missouri insurance commissioner, which may constitute an Event of Insolvency, as defined by the Rule. However, General American has publicly stated that it has sufficient assets to fulfill its obligations (including accrued interest) and intends to do so. As a result of these events, the Executive Committee of the Funds' Board of Directors ("Executive Committee") convened on August 10, 1999 to discuss the Adviser's assessment of General American's financial condition. The Adviser indicated that a loss under the Funding Agreements was unlikely. Moreover, the Adviser stated that there was minimal risk that, if the funding Agreements were not paid in full, the loss would exceed the Funds' default insurance coverage. After consideration of the Adviser's assessment of General American's financial condition and the amount of insurance coverage available to the Funds (including the deductible to which the Funds would be subject), the Executive Committee determined that each Fund could continue to use the Amortized Cost Method of valuing its shares in accordance with the Rule. The Executive Committee therefore determined that it would be in the best interest of the Funds' shareholders to continue to hold the Funding Agreements. Please contact me at (412) 288-1412 or Leslie K. Ross at (412) 288-7404 if you would like any further information on this matter. Very truly yours, Federated Investment Management Company By: /s/G. Andrew Bonnewell G. Andrew Bonnewell Vice President and Secretary /jif cc: Stephen A. Keen, Esq. Mr. Paul Roye August 11, 1999 Page 2 Current as of: 8/18/94 EX-99 4 Item 77C-Submission Of Matters To A Vote Of Security Holders LAST MEETING OF SHAREHOLDERS A special meeting of Shareholders of Money Market Trust (The "Trust"), a portfolio of Money Market Obligations Trust was held on November 17, 1999. On September 20, 1999, the record date for shareholders voting at the meeting, there were 388,186,446 total outstanding shares. The following items were considered by shareholders and the results of their voting were as follows: AGENDA ITEM 1 Election of Trustees:* For Withheld Authority To Vote John F. Cunningham J. Christopher Donahue Charles F. Mansfield, Jr. John S. Walsh 273,622,230 273,519,174 273,622,230 273,580,818 158,322 261,378 158.322 199,734 J. Christopher Donahue 273,519,174 261,378 \\\\ Charles F. Mansfield, Jr. 273,622,230 158,322 John S. Walsh 273,580,818 199,734 273,622,230 158,322 John S. Walsh 273,580,818 199,734 * The following Trustees continued their terms as Trustees: John F. Donahue, Thomas G. Bigley, John T. Conroy, Nicholas P. Constantakis, Lawrence D. Ellis, M.D., Peter E. Madden, John E. Murray, Jr.,J.D.,S.J.D. Marjorie P. Smuts. AGENDA ITEM 2 TO APPROVE AMENDMENTS TO AND A RESTATEMENT OF, THE TRUST'S DECLARATION OF TRUST: a. To approve an amendment and restatement of the Trust's Declaration of Trust to require the approval by a majority of the outstanding voting shares in the event of the sale or conveyance of the assets of the Trust to another trust or corporation Shares Voted Affirmatively Shares Voted Negatively Shares Abstaining 273,343,321 113,260 288,222 b. To amend and restate the Trust's Declaration of Trust to permit the Board of Trustees to liquidate assets of the Trust, and distribute the proceeds of such assets to the holders of such shares representing such interests, without seeking shareholder approval Shares Voted Affirmatively Shares Voted Negatively Shares Abstaining 271,713,104 1,690,667 341,032 AGENDA ITEM 3 TO APPROVE A PROPOSED AGREEMENT AND PLAN OF REORGANIZATION BETWEEN THE TRUST AND MONEY MARKET OBLIGATIONS TRUST, ON BEHALF OF ITS SERIES, MONEY MARKET TRUST ( THE "NEW FUND") , WHEREBY THE NEW FUND WOULD ACQUIRE ALL OF THE ASSETS OF THE TRUST IN EXCHANGE FOR SHARES OF THE NEW FUND TO BE DISTRIBUTED PRO RATA BY THE TRUST TO ITS SHAREHOLERS IN COMPLETE LIQUIDATION AND TERMINATION OF THE TRUST: Shares Voted Affirmatively Shares Voted Negatively Shares Abstaining 272,658,60 566,074 520,128 -----END PRIVACY-ENHANCED MESSAGE-----