SCHEDULE 14A INFORMATION
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Money Market Obligations Trust
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Filed by: Money Market Obligations Trust
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934
Subject Company: Fifth Third Prime Money Market Fund, Fifth Third Institutional Money Market Fund, Fifth Third Institutional Government Money Market Fund and Fifth Third U.S. Treasury Money Market Fund, each portfolios of Fifth Third Funds.
Subject Company Commission File No. 811-05669
| MUTUAL FUND PROXY FACT SHEET FOR: |
| FIFTH THIRD FUNDS(FEDERATED - REORGANIZATION) |
| SPECIAL MEETING IMPORTANT DATES | SPECIAL MEETING LOCATION | ||
| Record Date | JULY 9, 2012 | OFFICES OF FIFTH THIRD ASSET MANAGEMENT, INC. | |
| Mailing Date | JULY 27, 2012 | 511 WALNUT STREET | |
| Meeting Date | SEPTEMBER 5, 2012 @ 10:00 AM EST | CINCINNATI, OHIO 45202 | |
| ADDITIONAL INFORMATION | CONTACT INFORMATION | ||
| Ticker Symbol | SEE BELOW | Inbound Line | 1-866-530-8623 |
What are shareholders being asked to vote on?
| 1. | Fifth Third Prime Money Market Fund: to approve or disapprove an Agreement and Plan of Reorganization pursuant to which Federated Prime Value Obligations Fund, a portfolio of Money Market Obligations Trust, would acquire all or substantially all of the assets of Fifth Third Prime Money Market Fund in exchange for Service Shares of Federated Prime Value Obligations Fund to be distributed pro rata by Fifth Third Prime Money Market Fund to its shareholders of Class A Shares, Class B Shares, Class C Shares and Institutional Shares, in complete liquidation, dissolution and termination of Fifth Third Prime Money Market Fund; |
| 2. | Fifth Third Institutional Money Market Fund: to approve or disapprove an Agreement and Plan of Reorganization pursuant to which Federated Prime Cash Obligations Fund, a portfolio of Money Market Obligations Trust, would acquire all or substantially all of the assets of Fifth Third Institutional Money Market Fund in exchange for Institutional Shares of Federated Prime Cash Obligations Fund to be distributed pro rata by Fifth Third Institutional Money Market Fund to its shareholders of Institutional Shares and Select Shares, for Capital Shares of Federated Prime Cash Obligations Fund to be distributed pro rata by Fifth Third Institutional Money Market Fund to its shareholders of Preferred Shares, and for Service Shares of Federated Prime Cash Obligations Fund to be distributed pro rata by Fifth Third Institutional Money Market Fund to its shareholders of Trust Shares, in complete liquidation, dissolution and termination of Fifth Third Institutional Money Market Fund; |
| 3. | Fifth Third Institutional Government Money Market Fund: to approve or disapprove an Agreement and Plan of Reorganization pursuant to which Federated Government Obligations Fund, a portfolio of Money Market Obligations Trust, would acquire all or substantially all of the assets of Fifth Third Institutional Government Money Market Fund in exchange for Institutional Shares of Federated Government Obligations Fund to be distributed pro rata by Fifth Third Institutional Government Money Market Fund to its shareholders of Institutional Shares and Select Shares, for Capital Shares of Federated Government Obligations Fund to be distributed pro rata by Fifth Third Institutional Government Money Market Fund to its shareholders of Preferred Shares, and for Service Shares of Federated Government Obligations Fund to be distributed pro rata by Fifth Third Institutional Government Money Market Fund to its shareholders of Trust Shares, in complete liquidation, dissolution and termination of Fifth Third Institutional Government Money Market Fund; |
| 4. | Fifth Third U.S. Treasury Money Market Fund: to approve or disapprove an Agreement and Plan of Reorganization pursuant to which Federated Treasury Obligations Fund, a portfolio of Money Market Obligations Trust, would acquire all or substantially all of the assets of Fifth Third U.S. Treasury Money Market Fund in exchange for Institutional Shares of Federated Treasury Obligations Fund to be distributed pro rata by Fifth Third U.S. Treasury Money Market Fund to its shareholders of Institutional Shares and Select Shares, for Capital Shares of Federated Treasury Obligations Fund to be distributed pro rata by Fifth Third U.S. Treasury Money Market Fund to its shareholders of Preferred Shares, and for Service Shares of Federated Treasury Obligations Fund to be distributed pro rata by Fifth Third U.S. Treasury Money Market Fund to its shareholders of Trust Shares, in complete liquidation, dissolution and termination of Fifth Third U.S. Treasury Money Market Fund; |
THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” EACH PROPOSAL
PROPOSAL 1-4:
Why are shareholders being asked toapprove the proposed Agreements and Plans of Reorganization proposals?
The Board met with representatives from the Fifth Third Adviser and Fifth Third Bank to discuss Fifth Third Adviser’s intent to exit the mutual fund advisory, administration and fund accounting business in light of the Bank’s determination that the Fifth Third Funds no longer fit the Bank’s long-term strategic plan. The Fifth Third Funds Board also considered that the Bank had engaged an investment banker to help identify parties interested in acquiring Fifth Third Adviser’s interest in managing the Fifth Third Funds. As a result of its search, the Fifth Third Adviser ultimately recommended to the Fifth Third Funds Board the Reorganizations of the Fifth Third Funds into the Federated Funds.
How will the proposed Reorganizations benefit shareholders?
Shareholders of each Fifth Third Fund the opportunity to:
| 1. | Continue to pursue a similar investment opportunity through a tax-free combination of the Fifth Third Fund with a comparable portfolio in another fund group; |
| 2. | Become part of a larger and more diverse family of mutual funds; |
| 3. | Invest in a larger combined fund with increased long-term growth prospects, which could potentially use the increased asset size to achieve greater portfolio diversification and spread fixed costs over a larger asset base; and |
| 4. | Invest in a family of mutual funds managed by an investment adviser that has extensive investment management resources and money market fund management experience. |
Will the value of shareholder’s investments change as a result of the proposed Reorganization?
Each owner of shares of a Fifth Third Fund will become the owner of shares of the corresponding Federated Fund having a total net asset value equal to the total net asset value of his or her holdings in the applicable Fifth Third Fund on the date of the Reorganizations.
Will fees/expenses increase as a result of the proposed Reorganization?
The Board was provided with Board materials that indicated that both the stated gross and net expense ratios of each class of each Federated Fund were lower than the stated gross and net expense ratios of each corresponding class of each corresponding Fifth Third Fund. The Board noted that shareholders of the Fifth Third Funds may benefit from the lower management fees on the Federated Funds and lower stated overall expense ratios on the Federated Funds.
Will the investment objectives and strategies change as a result of the proposed Reorganization?
The investment objectives, restrictions and policies of each Fifth Third Fund are similar to those of the corresponding Federated Fund. The Reorganizations would permit shareholders of each Fifth Third Fund the opportunity to pursue similar investment goals in a larger Federated Fund.
Why has the Board of Trustees recommended Federated Funds to become the Funds’ Manager if the Reorganization is approved?
The Board of Trustees has recommended Federated Funds to serve as the Funds’ new Manager because, amongst other things:
| · | The performance of the Federated Funds, historically, has generally been competitive with and comparable to (or for various periods better than) the performance of the Fifth Third Funds. |
| · | The Federated Adviser’s investment management resources, money market fund management experience and commitment to its mutual fund business. |
| · | The Federated Adviser has voluntarily agreed that it, and its affiliates, will not terminate or increase the existing fee limits on the applicable Federated Funds without Federated Fund Board approval for one year following the effective date of this Prospectus/Proxy Statement. |
What will happen to the rest of the Fifth Third Funds / will all Fifth Third Funds be liquidated?
Fifth Third Asset Management, Inc. and Fifth Third Financial Corporation have agreed to sell their interest in management of the Trust. In connection with the sale, Fifth Third Asset Management proposed to the Trust’s Board of Trustees that the Fifth Third money market funds be reorganized into certain existing money market funds managed by Federated Investors, Inc. and certain Fifth Third stock and bond funds be reorganized into certain existing and new mutual funds managed by Touchstone Advisors, Inc. In addition, Fifth Third Asset Management proposed that certain Fifth Third Funds be liquidated.
Who will bear the costs of the liquidation?
The Bank’s and Fifth Third Adviser’s agreement to bear the direct costs associated with the Reorganizations, including proxy statement and shareholder solicitation costs, legal costs and costs of tail insurance coverage for the independent Trustees. Costs borne by the Fifth Third Funds may only include transaction expenses associated with the sale and purchase of portfolio securities to the extent that any disposition of portfolio securities is required in connection with the Reorganizations.
Will there be tax consequences to shareholders as a result of the liquidation?
The Reorganizations are expected to be tax-free reorganizations under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
What will happen if shareholders of a fund do not approve the proposed reorganization?
If shareholders of a Fifth Third Fund fail to approve Reorganization, such Fifth Third Fund will not be reorganized and the Fifth Third Fund Board of Trustees will consider other alternatives for such Fifth Third Fund. The consummation of one Reorganization is not dependent on the consummation of any other Reorganization.
Do you have any information regarding Federated?
The Federated Funds Advisers and other subsidiaries of Federated advise approximately 134 equity, fixed income, and money market mutual funds as well as a variety of other pooled investment vehicles, private investment companies, and customized separately managed accounts (including non-U.S/offshore funds), which totaled approximately $369.7 billion in assets as of March 31, 2012. Federated was established in 1955 and is one of the largest investment managers in the United States with approximately 1,352 employees. Federated provides investment products to approximately 4,743 investment professionals and institutions.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSALS 1 - 4
What was included in the proxy package?
Included in the proxy package were a Notice of Special Meeting, Proxy Statement, respective prospectus and Proxy Ballot.
Is there a number to contact the Fund regarding non-proxy related questions?
1-800-282-5706.
INTERNET:Log on to the website provided on your proxycardand make sure to have your proxy card available when you plan to vote your shares.
| TOUCHTONE: | To cast your vote by phone, dial the toll-free number on your proxy card make sure to have your proxy card available when you plan to vote your shares. |
| MAIL: | Simply sign, date, and complete the reverse side of your proxy card and return it in the postage paid envelope provided. |
IN PERSON: All shareholders as of the record date may attend the Special Meeting.
PROXY MATERIALS AVAILABLE ONLINE AT: https://www.proxyonline.com/docs/fifththirdfundsfederated.pdf.
A prospectus/proxy statement with respect to the proposed transaction has been mailed to shareholders and filed with the Securities and Exchange Commission (SEC). Investors are urged to read the prospectus/proxy statement because it contains important information. The prospectus/proxy statement and other relevant documents are available free of charge on the SEC’s Web site atwww.sec.gov or by calling 1-800-341-7400.
| NAME OF FUND | CUSIP | CLASS |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTFKGD8 | Institutional Government INST Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 31678R502 | Institutional Government INST Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTFGVN8 | Institutional Government INST Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTFKGN6 | Institutional Government INST Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTIGPD4 | Institutional Government Preferred Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 31678S708 | Institutional Government Preferred Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTIGPN2 | Institutional Government Preferred Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTIGSD1 | Institutional Government Select Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 31678S815 | Institutional Government Select Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTIGSN9 | Institutional Government Select Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTOGSN2 | Institutional Government Select Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTIGTD0 | Institutional Government Trust Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 31678S609 | Institutional Government Trust Class |
| INSTITUTIONAL GOVERNMENT MONEY MARKET FUND | 99FTIGTN8 | Institutional Government Trust Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTFLSD3 | Institutional MMF INST Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTINSD6 | Institutional MMF INST Class |
| INSTITUTIONAL MONEY MARKET FUND | 31678R700 | Institutional MMF INST Class |
| INSTITUTIONAL MONEY MARKET FUND | 490563582 | Institutional MMF INST Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTFLSN1 | Institutional MMF INST Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTIMPD1 | Institutional MMF Preferred Class |
| INSTITUTIONAL MONEY MARKET FUND | 31678S880 | Institutional MMF Preferred Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTIMPN9 | Institutional MMF Preferred Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTIMSD8 | Institutional MMF Select Class |
| INSTITUTIONAL MONEY MARKET FUND | 31678S799 | Institutional MMF Select Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTIMMS1 | Institutional MMF Select Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTIMSN6 | Institutional MMF Select Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTIMTD7 | Institutional MMF Trust Class |
| INSTITUTIONAL MONEY MARKET FUND | 31678S807 | Institutional MMF Trust Class |
| INSTITUTIONAL MONEY MARKET FUND | 99FTIMTN5 | Institutional MMF Trust Class |
| PRIME MONEY MARKET FUND | 316786300 | Prime Class A |
| PRIME MONEY MARKET FUND | 99FTBPMA0 | Prime Class A |
| PRIME MONEY MARKET FUND | 316786441 | Prime Class B |
| PRIME MONEY MARKET FUND | 31678R312 | Prime Class C |
| PRIME MONEY MARKET FUND | 3509911A3 | Prime Institutional Class |
| PRIME MONEY MARKET FUND | 99FSQCPD6 | Prime Institutional Class |
| PRIME MONEY MARKET FUND | 316786409 | Prime Institutional Class |
| PRIME MONEY MARKET FUND | 233991108 | Prime Institutional Class |
| PRIME MONEY MARKET FUND | 898330204 | Prime Institutional Class |
| PRIME MONEY MARKET FUND | 99FSQCPI5 | Prime Institutional Class |
| PRIME MONEY MARKET FUND | 99FSQCPN4 | Prime Institutional Class |
| U.S. TREASURY MONEY MARKET FUND | 9992599C0 | US Treasury Institutional Class |
| U.S. TREASURY MONEY MARKET FUND | 99FSQTRD7 | US Treasury Institutional Class |
| U.S. TREASURY MONEY MARKET FUND | 316786508 | US Treasury Institutional Class |
| U.S. TREASURY MONEY MARKET FUND | 350993101 | US Treasury Institutional Class |
| U.S. TREASURY MONEY MARKET FUND | 995993102 | US Treasury Institutional Class |
| U.S. TREASURY MONEY MARKET FUND | 99FSQTRI6 | US Treasury Institutional Class |
| U.S. TREASURY MONEY MARKET FUND | 99FSQTRN5 | US Treasury Institutional Class |
| U.S. TREASURY MONEY MARKET FUND | 99FTFTRI6 | US Treasury Institutional Class |
| U.S. TREASURY MONEY MARKET FUND | 90FTTRPD7 | US Treasury Preferred Class |
| U.S. TREASURY MONEY MARKET FUND | 99FTTRPD8 | US Treasury Preferred Class |
| U.S. TREASURY MONEY MARKET FUND | 31678S831 | US Treasury Preferred Class |
| U.S. TREASURY MONEY MARKET FUND | 90FTTRPN5 | US Treasury Preferred Class |
| U.S. TREASURY MONEY MARKET FUND | 99FTTRPN6 | US Treasury Preferred Class |
| U.S. TREASURY MONEY MARKET FUND | 90FTTRSD4 | US Treasury Select Class |
| U.S. TREASURY MONEY MARKET FUND | 99FTTRSD5 | US Treasury Select Class |
| U.S. TREASURY MONEY MARKET FUND | 31678S823 | US Treasury Select Class |
| U.S. TREASURY MONEY MARKET FUND | 90FTTRSN2 | US Treasury Select Class |
| U.S. TREASURY MONEY MARKET FUND | 99FTTRSN3 | US Treasury Select Class |
| U.S. TREASURY MONEY MARKET FUND | 90FTTRTD3 | US Treasury Trust Class |
| U.S. TREASURY MONEY MARKET FUND | 99FTTRTD4 | US Treasury Trust Class |
| U.S. TREASURY MONEY MARKET FUND | 31678S849 | US Treasury Trust Class |
| U.S. TREASURY MONEY MARKET FUND | 90FTTRTN1 | US Treasury Trust Class |
| U.S. TREASURY MONEY MARKET FUND | 99FTTRTN2 | US Treasury Trust Class |