form.htm

PRE 14A 1 form.htm MMOT 7173 - AZMCT - MDMCT form.htm

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

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[ X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ]	Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

Money Market Obligations Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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[ ]	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.

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Federated Arizona Municipal Cash Trust

A Portfolio of Money Market Obligations Trust

PROXY STATEMENT – PLEASE VOTE TODAY!

Federated Arizona Municipal Cash Trust (the “Fund”) will hold a special meeting of shareholders on February 23, 2011. Please refer to the enclosed Proxy Statement as well as the highlighted information below for details on the proposal.

It is important for you to vote and we encourage you to do so. We recommend that you read the Proxy Statement in its entirety; the explanation will help you decide on the vote.

Why am I being asked to vote?

Certain mutual funds are required to obtain shareholders’ votes for certain types of events, like the one described here and in the accompanying Proxy Statement. As a shareholder, you have a right to vote on these events and we urge you to do so. A prompt response will save the expense of additional follow-up mailings and solicitations.

What is the proposal?

The proposal is to liquidate Federated Arizona Municipal Cash Trust (the “Liquidation”).

Why has the Board of Trustees recommended that I vote in favor of the proposal?



The Board of Trustees (the “Board”) recommends you vote in favor of the proposal because the Board, based on the recommendation of the Fund's investment adviser and distributor, determined that the Fund is no longer economically viable given its asset size, annual maintenance costs, and low prospects for future growth. The Board has determined that the Liquidation is in the best interest of the Fund and its shareholders.

	The expense ratio of the Fund would increase without the subsidies provided by Federated Investment Management Company (the Funds’ investment adviser) and its affiliates.

Please see the section entitled “Background of and Reasons for the Proposed Liquidation” in the Proxy Statement for more information.

When will the Liquidation occur?

Assuming shareholder approval is obtained, the “Liquidation Date” is currently expected to occur after the close of business on or about February 25, 2011.

How will the Liquidation affect my investment?

	Any shares outstanding at the close of business on the Liquidation Date will be automatically redeemed.

	Shareholders should realize taxable gain or loss for federal income tax purposes if the tax basis in their shares differs from the aggregate net asset value of their shares on the Liquidation Date.

	The Fund will distribute any realized capital gains accumulated prior to the Liquidation to its shareholders. These distributions, if any, will be taxable.

	Shareholders should consult their tax advisers to determine the federal, state, and other income tax consequences of receiving the liquidation distribution with respect to their particular tax circumstances.

Can I continue to make purchases into Federated Arizona Municipal Cash Trust?

The Fund closed to new accounts on November 16, 2010. Beginning on that date, no person was able to open a new account with the Fund.

However, existing shareholders can make purchases into the Fund through January 3, 2011. Effective as of January 4, 2011, the Fund will be closed to new investments (except for reinvestment of dividends and automatic investment plan programs).

What should I do in connection with the Liquidation?

Please vote your shares today. If the Liquidation is approved, your shares will automatically be redeemed at the close of business on or about February 25, 2011.

	You may redeem your shares of the Fund pursuant to the procedures set forth in the Fund’s Prospectus any time prior to the Liquidation Date.



You may also exchange your shares of the Fund for shares of any Federated fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Federated Liberty U.S. Government Money Market Trust and Class K Shares (effective December 31, 2010, Class K Shares were re-designated as Class R Shares), if you meet the eligibility criteria and investment minimum for the fund for which you are exchanging and otherwise comply with the requirements of the Fund’s Prospectus applicable to exchanges.

How do I vote?

There are several ways in which you can cast your vote:

	You may vote in person at the February 23, 2011 meeting, or by completing and returning the proxy card enclosed with this statement.

	You may vote by telephone or through the internet. Please refer to your ballot for the appropriate toll-free telephone number and web address.

If you:

1.	Sign and return the proxy card without indicating a preference, your vote will be cast “for” the proposal.

2.	Do not respond at all, we may contact you by telephone to request that you cast your vote.

Whom do I call if I have questions about this Proxy Statement?

Please don’t hesitate to contact your Investment Professional or call us toll-free at 1-800-341-7400.

Thank you in advance for your vote and your continued support of the Federated Funds.

After careful consideration, the Board of Trustees has unanimously approved this proposal.

The Board of Trustees recommends that you read the enclosed materials carefully and vote FOR the proposal.

Federated Investors Funds

4000 Ericsson Drive

Warrendale, PA 15086-7561

Pittsburgh, PA 15222-3779

or call 1-800-341-7400.

60934N450

00000 (0/00)

Federated Securities Corp., Distributor

Federated is a registered mark of Federated Investors, Inc.

2010 ©Federated Investors, Inc.

FEDERATED ARIZONA MUNICIPAL CASH TRUST

a portfolio of Money Market Obligations Trust

4000 Ericsson Drive

Warrendale, PA 15086-7561

1-800-341-7400

FederatedInvestors.com

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 23, 2011

A special meeting of the shareholders of Arizona Municipal Cash Trust (the “Fund”), a portfolio of Money Market Obligations Trust (the “Trust”), will be held at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561, at 2:00 p.m. (Eastern time), on February 23, 2011, for the following purposes:

1.	To approve or disapprove a Plan of Liquidation for the Fund pursuant to which the Fund would be liquidated and dissolved, and its assets distributed pro rata to the shareholders of the Fund, in complete liquidation and termination of the Fund; and

The Proxy Statement accompanying this notice contains more complete information regarding the matters to be acted upon at the Special Meeting.

The Board of Trustees has fixed the close of business on January 5, 2011, as the record date for determination of shareholders entitled to vote at the Special Meeting. Only shareholders of record at the close of business on that date will be entitled to vote.

By Order of the Board of Trustees

John W. McGonigle

Secretary

January 18, 2011

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. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

TABLE OF CONTENTS

About the Proxy Solicitation and the Special Meeting

Summary

Proposal to Approve the Plan of Liquidation

Introduction

The Plan of Liquidation

Background of and Reasons for the Proposed Liquidation

Federal Tax and Other Aspects of the Liquidation

Information About the Trust

Proxies, Quorum and Voting at the Special Meeting

Share Ownership of the Trust

Other Information

Address of Investment Adviser, Distributor, Administrator and Underwriter

Auditors

Interests of Experts and Counsel

Shareholder Meetings

Delivery of Documents to Shareholders Sharing an Address

Legal Proceedings

Other Matters and Discretion of Attorneys Named in the Proxy

Annex A- Plan of Liquidation

PROXY STATEMENT

FEDERATED ARIZONA MUNICIPAL CASH TRUST

a portfolio of Money Market Obligations Trust

4000 Ericsson Drive

Warrendale, PA 15086-7561

1-800-341-7400

FederatedInvestors.com

ABOUT THE PROXY SOLICITATION AND THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Trustees (“Board”) of Money Market Obligations Trust (the “Trust”), on behalf of its portfolio Federated Arizona Municipal Cash Trust (the “Fund”). The proxy will be voted at the special meeting of shareholders of the Fund to be held on February 23, 2011. The meeting will be held at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561, at 2:00 p.m. (such special meeting and any adjournment or postponement thereof are referred to as the “Special Meeting”).

The primary purpose of the Special Meeting is to consider and vote on a proposal to approve the Plan of Liquidation for the Fund (the “Plan of Liquidation”), a form of which is attached hereto as Annex A, which provides for the liquidation and dissolution of the Fund (the “Liquidation”), including the sale of the Fund’s investments and distribution of net proceeds to its shareholders. The Board, including those trustees who are not interested persons of the Trust, unanimously recommends that you vote “FOR” the proposal to approve the Plan of Liquidation.

The Fund has been determined to be no longer economically viable given its asset size, annual maintenance costs, and low prospects for future growth. At a meeting on November 11, 2010, the Board approved a proposal to liquidate the Fund pursuant to the Plan of Liquidation. The Liquidation is subject to shareholder approval. The purpose of the Special Meeting is set forth in the accompanying Notice. The Board knows of no business other than that mentioned in the Notice that will be presented for consideration at the Special Meeting. Should other business properly be brought before the Special Meeting, proxies will be voted in accordance with the best judgment of the persons named as proxies.

The Board is conducting the solicitation of proxies for use at the Special Meeting principally through the delivery by mail, e-mail or via the Internet, of this Proxy Statement and the accompanying proxy card. In addition to the solicitation through the mail, proxies may be solicited by officers, employees, and agents of the Trust. In addition, Federated Shareholder Services Company, an affiliate of the Adviser, has entered into a contract with Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717 (“Broadridge”), pursuant to which Broadridge will provide certain project management, tabulation, telephone solicitation, and internet and telephonic voting services in addition to mailing the proxy statement. The fees to be paid to Broadridge under the contract are estimated to be $10,400 in the aggregate. Any telephone solicitations will follow required procedures designed to ensure accuracy and to prevent fraud, including 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 instructions as shareholders submitting proxies in written form. The cost of the solicitation, including the printing and mailing of proxy materials, will be borne by the Fund.

This proxy and the enclosed proxy card are expected to be mailed on or about January 18, 2011, to shareholders of record at the close of business on January 5, 2011 (the “Record Date”). The Board encourages you to read this Proxy Statement carefully and promptly vote your shares. If you have questions about this Proxy Statement, or if you would like additional information regarding the Plan of Liquidation, please contact the Trust at Federated Investors Funds, 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561 or call the Trust at 1-800-341-7400.

The Fund’s most recent Prospectus and Statement of Additional Information, each dated February 28, 2010, the annual report, which includes audited financial statements for the fiscal year ended October 31, 2010, and the semi-annual report, which includes unaudited financial statements for the period ended April 30, 2010, were previously mailed to shareholders. If you have not received the reports, or would like to receive additional copies, free of charge, please write the Trust at Federated Investors Funds, 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561 or call the Trust at 1-800-341-7400 or visit the Fund’s website at the address above. The Trust is subject to the informational requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Company Act of 1940, and in accordance therewith files reports and other information with the SEC. Reports, proxy and information statements, and other information filed by the Trust, on behalf of the Fund, also can be inspected and copied by the public at the public reference facilities maintained by the SEC in Washington, DC located at Room 1580, 100 F Street, N.E., Washington DC 20549. Copies of such material can be obtained at prescribed rates by contacting the SEC by email at publicinfor@sec.gov or by writing the SEC's Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington DC 20549, or obtained electronically from the EDGAR database on the SEC’s website (www.sec.gov).

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on February 23, 2011: This Proxy Statement is available on the Internet at the website listed on your proxy card(s). On this website, you also will be able to access the Notice of Special Meeting of Shareholders, the form of proxy cards and any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.

SUMMARY

The following is a summary of certain information contained elsewhere in this Proxy Statement (including the Plan of Liquidation attached hereto as Annex A). This summary is qualified in its entirety by reference to information contained elsewhere in this Proxy Statement and the Plan of Liquidation or incorporated by reference into this Proxy Statement.


Purpose of the Special Meeting	The primary purpose of the Special Meeting is to consider and vote on the Plan of Liquidation, a form of which is attached hereto as Annex A, which provides for the liquidation and dissolution of the Fund (the “Liquidation”), including the sale of the Fund’s investments and a distribution of net proceeds to its shareholders.

Consequences of the Liquidation	Pursuant to the Plan of Liquidation, the Fund will sell all of the investments held by the Fund, will discharge all of the Fund’s liabilities, and will distribute the net proceeds to the shareholders of the Fund on the date the Liquidation is completed. The Fund’s operations will then be discontinued. The Fund will continue to redeem its shares in the ordinary course pending completion of the Liquidation, therefore shareholders who wish to redeem out of the Fund in advance of the Liquidation will be free to do so.

When the Fund will be Liquidated	If the Plan of Liquidation is approved at the Special Meeting, we expect the Fund to commence making liquidating distributions to Fund shareholders on or around February 25, 2011, or such other date as determined by the Board, assuming that all conditions to the consummation of the Plan of Liquidation have been satisfied.

Federal Tax Consequences to Shareholders	Shareholders may realize taxable gain or loss on their receipt of liquidation proceeds, if the tax basis in their shares differs from the aggregate net asset value of their shares on the liquidation date. Each shareholder in the Fund should consult with their tax advisor regarding whether the Liquidation of the Fund will be a tax recognition event for the shareholder and regarding any other tax consequences of the Liquidation.

Required Vote	The Plan of Liquidation must be approved by a “Majority Shareholder Vote” of the Fund as that term is defined under the Investment Company Act of 1940 (“1940 Act”). Under the relevant language of Section 2(a)(42) of the 1940 Act, a “Majority Shareholder Vote” means the vote (A) of 67% or more of the voting securities present at the meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (B) of more than 50% of the outstanding voting securities, whichever is less.

How to Vote	Shareholders may vote via the Internet, by telephone, or by facsimile by following the instructions on the enclosed proxy card. Shareholders may also vote by mail by returning the enclosed proxy card or in person by attending the Special Meeting. Shareholders can obtain directions to the meeting by calling the Trust at 1-800-341-7400.

PROPOSAL TO APPROVE THE PLAN OF LIQUIDATION

Introduction

Arizona Municipal Cash Trust (the “Fund”) is a portfolio of Money Market Obligations Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”). The Fund is a money market mutual fund seeking to provide current income exempt from federal regular income tax and Arizona income taxes consistent with stability of principal and liquidity by investing in a portfolio of short-term, high-quality Arizona tax-exempt securities. Shareholders of the Fund will be asked at the Special Meeting to approve the Plan of Liquidation and the Liquidation it describes, as discussed in more detail in this Proxy Statement. If the Plan of Liquidation is approved at the Special Meeting, it is anticipated that the Trust will commence making liquidating distributions to Fund shareholders on or around February 25, 2011, or such other date as determined by the Board, assuming that all conditions to the consummation of the Plan of Liquidation have been satisfied.

The Plan of Liquidation

On November 11, 2010, the Board approved the Plan of Liquidation for the Fund and its submission for approval by the Fund's shareholders. Under the Plan of Liquidation, the Fund will be liquidated and terminated in accordance with the laws of the Commonwealth of Massachusetts and the Trust's Declaration of Trust. Pursuant to the Plan of Liquidation, the Fund will convert all of the assets of the Fund to cash or cash equivalents. The Trustees will then apply the Fund's assets to all outstanding obligations, taxes and other liabilities, accrued or contingent. The Trustees will then distribute the remaining assets ratably among the Fund's shareholders. If the Plan of Liquidation is approved by shareholders at the Special Meeting, scheduled to be held on February 23, 2011, it is anticipated that the Fund will commence making liquidating distributions on or about February 25, 2011, or such other date as the Board may determine (the “Liquidation Date”).

The Plan of Liquidation also provides that, after the Liquidation Date, the Fund will cease its business as an investment company and will not engage in any business activities except for the purpose of winding up its business and affairs, marshalling and preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of the Plan of Liquidation after the payment to (or reservation of assets for payment to) all creditors of the Fund. As soon as is reasonable and practicable after the effective date of the Plan of Liquidation, any remaining portfolio securities of the Fund will be converted to cash or cash equivalents and, if any illiquid securities remain after the Fund’s use of commercially reasonable efforts to dispose of them, such Fund’s officers will dispose of such securities in a manner which permits the Fund to cease operations and wind up its business. The Plan of Liquidation also provides that the proportionate interests of shareholders in the assets of the Fund, and their rights to receive redemption payments and subsequent distributions, will be fixed on the basis of the Fund’s shareholdings at the close of business on the Liquidation Date. On the Liquidation Date, the books of the Fund will be closed and not reopened unless the Plan of Liquidation for the Fund cannot be carried into effect under Massachusetts law or otherwise. The Fund also will determine and pay, or set aside cash to pay, the amount of all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the date of the liquidating distribution, which will occur as soon as practicable after the effective date of the Plan of Liquidation (and, in any event, not any earlier than the day after the date of distribution of the Fund’s final capital gain and/or income dividend for the current taxable year). The Fund’s liquidating distribution will be made pro rata to the Fund’s shareholders of record as of the close of business on the Liquidation Date, and will be made in complete cancellation and redemption of all of the outstanding shares of the Fund, less an estimated amount necessary to discharge (a) any unpaid liabilities and obligations of the Fund remaining on the Fund's books, and (b) liabilities as the Board reasonably deems to exist against the assets of the Fund. The Board, or any authorized officer of the Trust, is authorized to set a record date for, and to cause the Fund to make, the payment of a dividend of any undistributed gains and/or income of the Fund, whether as part of the liquidating distribution or otherwise.

The Plan of Liquidation also provides that, following the Liquidation Date, if the Fund receives any form of cash or is entitled to any other distributions that it had not recorded on its books on or before the Liquidation Date, the aggregate amount of which is determined by the Board not to be de minimis after taking into account all expenses associated with effecting the disposition thereof, such cash or distribution also will be disbursed to the shareholders of record of the Fund as of the Liquidation Date, on a pro rata basis, in such manner as the Board or, subject to the direction of the Board, the officers of the Trust deem appropriate. As the Fund will be closed to new investments prior to the Liquidation Date and is currently invested in variable rate demand notes, the Fund does not anticipate receiving any de minimis amounts.

The Fund’s investment adviser, Federated Investment Management Company (the “Adviser”), located at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3977, will seek to liquidate the Fund in a manner that minimizes any burdens (i.e., illiquid securities and transaction costs) to shareholders remaining as of the Liquidation Date. The costs associated with the Liquidation are expected to be an expense of the Fund. As the Fund is currently invested in variable rate demand notes, there are no anticipated disposition costs associated with the sale of the Fund’s portfolio securities.

The Fund intends to make liquidating distributions in cash. Distributions to Fund shareholders of cash or cash equivalents will be made pro rata to the extent practicable and consistent with applicable law.

The liquidating distribution or distributions will be made on or after the Liquidation Date and, in any event, within 30 days after the Liquidation Date. Such distribution or distributions will be in an amount equal to the aggregate net asset value of a shareholder’s shares in the Fund determined as of the Liquidation Date in accordance with the Fund’s valuation policies.

In the event that the Fund is unable to make liquidating distributions to any shareholders because of the inability to locate such shareholders, subject to applicable abandoned property laws, such liquidating distributions may be held in an account with the Fund's transfer agent payable to the benefit of such shareholders that cannot be located. The expenses of such account associated with holding such liquidating distributions shall be treated as a Fund expense. The Fund does not anticipate being unable to locate shareholders.

After the Board approved the Plan of Liquidation on November 11, 2010, the Fund was closed to new accounts effective as of November 16, 2010. Beginning on that date, no person was able to open a new account with the Fund. Effective as of January 4, 2011, the Fund will be closed to new investments (except for reinvestment of dividends and automatic investment plan programs). Beginning on that date, no shareholder will be able to add new money into their account or make any additional investment in the Fund (except for reinvestment of dividends and automatic investment plan programs). Any time prior to the Liquidation Date, the shareholders of the Fund may redeem their Shares of the Fund pursuant to the procedures set forth in the Fund’s Prospectus. As disclosed in the Fund’s Prospectus, although the Fund intends to pay Share redemptions in cash, it reserves the right to pay the redemption price in whole or in part by a distribution of the Fund’s portfolio securities. Shareholders may also exchange their Shares of the Fund for shares of any Federated fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Federated Liberty U.S. Government Money Market Trust and Class K Shares (effective December 31, 2010, Class K Shares will be redesignated as Class R Shares), if the shareholder meets the eligibility criteria and investment minimum for the fund for which the shareholder is exchanging and otherwise complies with the requirements of the Fund’s Prospectus applicable to exchanges. It is likely that shareholders of the Fund will redeem or exchange their Shares of the Fund prior to the Record Date and/or Liquidation Date.

Given the Fund’s above, the adviser has begun positioning the portfolio of the Fund for liquidation, which may cause the Fund to deviate from its stated investment objective and strategies. It is anticipated that the Fund’s portfolio will be entirely positioned in cash or cash equivalents at some time prior to the Liquidation Date. The Adviser also anticipates that, in the short term, it, and its affiliates, will continue to waive and/or reimburse certain Fund fees and expenses to maintain the Fund’s yield at a level similar to the yield of the Fund over recent periods.

Background of and Reasons for the Proposed Liquidation

The Adviser recommended the liquidation and dissolution of the Fund to the Board of the Trust, and the Board of the Trust approved the Plan of Liquidation for the Fund at its meeting on November 11, 2010 as being in the best interests of the Fund and its shareholders, and is recommending that the shareholders of the Fund approve the Plan of Liquidation for the Fund at the Special Meeting, for the following reasons.

The Adviser determined that the Fund is no longer economically viable given its asset size, annual maintenance costs, and low prospects for future growth. The net assets of the Fund have averaged $81 million over the past 10 years. At November 30, 2010, the Fund had net assets of approximately $23,979,398 million. The Adviser and its affiliates have been subsidizing the operations of the Fund for the past 10 years. As of November 30, 2010, waivers of Fund expenses by the Adviser and its affiliates equaled 181 basis points for the Fund. The Adviser and the Fund’s distributor, Federated Securities Corp. (“Distributor”) also do not believe that the Fund has high prospects for future growth. The Adviser, and its affiliates, are not obligated to continue to subsidize the Fund and the expense ratios of the Fund would increase without the subsidies provided by the Adviser and its affiliates. Unlike a national fund, the Fund is a state-specific money market fund with investment objectives and policies that require investment in state-specific tax-exempt securities. Although a tax-free reorganization of the Fund into another mutual fund was considered, it was determined that there is no single preferred acquiring fund in which the Fund could reorganize. A liquidation allows intermediaries and shareholders the flexibility to reinvest assets as they deem appropriate. Moreover, the Adviser and the Distributor believe that intermediaries likely would not retain the assets in the acquiring fund, and may redeem significant assets from the Fund prior to a reorganization, which could create questions regarding the ability of the Fund to satisfy the requirements for a tax-free reorganization under the Internal Revenue Code of 1986, as amended.

Based on the foregoing reasons, at its meeting held on November 11, 2010, the Board concluded that the proposed Liquidation is in the best interests of the Fund and its shareholders.

Federal Tax and Other Aspects of the Liquidation

Pursuant to the Plan of Liquidation and as discussed above, the Fund will sell its assets, satisfy its liabilities and distribute the proceeds to the shareholders of the Fund. The Trust anticipates that the Fund will retain its qualifications as a regulated investment company under the Internal Revenue Code of 1986, as amended, during the liquidation period and will not be taxed on any of its income realized from this sale of assets.

Any shareholders who continue to hold their shares through the Liquidation Date will receive a liquidating distribution, which may be in cash, cash equivalents or in-kind securities in an amount equal to the aggregate net asset value of such shareholder’s shares in the Fund determined as of the Liquidation Date in accordance with the Fund’s valuation policies as disclosed in its Prospectus. Upon receipt by the shareholders of the liquidation proceeds, shareholders should realize taxable gain or loss for federal income tax purposes if the tax basis in their shares differs from the aggregate net asset value of their shares on the Liquidation Date. Any capital gains distributed to shareholders prior to the Liquidation Date will be subject to tax.

Shareholders should consult their tax advisers to determine the federal, state, and other income tax consequences of receiving the liquidation distribution with respect to their particular tax circumstances.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL

INFORMATION ABOUT THE TRUST

Proxies, Quorum and Voting at the Special Meeting

Only shareholders of record on the Record Date will be entitled to vote at the Special Meeting. Each Share of the Fund is entitled to one vote. Fractional Shares are entitled to proportionate Shares of one vote. Shareholders may vote via the Internet, by telephone, or by facsimile by following the instructions on the enclosed proxy card. Shareholders may also vote by mail by returning the enclosed proxy card or in person by attending the Special Meeting.

Any person given a proxy has the power to revoke it any time prior to its exercise by executing a superseding proxy or by submitting a written notice of revocation to the Secretary of the Trust. In addition, although mere attendance at the Special Meeting will not revoke a proxy, a shareholder present at the Special Meeting may withdraw his or her proxy and vote in person. All properly executed and unrevoked proxies received in time for the Special Meeting will be voted in accordance with the instructions contained in the proxies. If no instruction is given on the proxy, the persons named as proxies will vote the shares represented thereby in favor of the matters set forth in the attached Notice.

In order to hold the Special Meeting, a “quorum” of shareholders must be present. Holders of one-fourth of the total number of Shares of all series and classes entitled to vote at the meeting, present in person or by proxy, shall be required to constitute a quorum for the purpose of voting on the proposed Plan of Liquidation. However, the favorable vote of: (a) the holders of 67% or more of the outstanding voting securities present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (b) the holders of more than 50% of the outstanding voting securities, whichever is less, is required to approve the proposal.

For purposes of determining a quorum for transacting business at the Special Meeting, abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote Shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present but which have not been voted. For this reason, abstentions and broker non-votes will have the effect of a “no” vote for purposes of obtaining the requisite approval of the proposal.

Adjournment

If a quorum is not present, persons present or named by proxy and entitled to vote may, by plurality, vote to adjourn the Special Meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given.

In the event that a quorum is present but sufficient votes in favor of the proposal have not been received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitations of proxies with respect to the proposal. All such adjournments will require a majority of the votes cast and entitled to vote thereon at the session of the Special 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. Abstentions and broker non-votes are not counted as votes cast on the question of adjournment.

Federated’s Investment in the Fund

In order to ensure an orderly Liquidation, Federated Investors, Inc., or one of its subsidiaries ("Federated"), will invest in the Fund prior to the Record Date (the "Federated Investment") to ensure that a quorum can be achieved for the Special Meeting and that 50% of outstanding voting shares will be present and available for a majority vote. Obtaining the required quorum and having a sufficient percentage of outstanding voting securities present to vote on the proposed Plan of Liquidation without the Federated Investment may otherwise prove difficult given the high percentage of objecting beneficial owners in the Fund. Objecting beneficial owners are shareholders that elect to permit contact solely through their intermediary. Therefore, the vote of such objecting beneficial owners may not be solicited directly by the Fund.

Federated will "shadow vote" the shares acquired through the Federated Investment. Shadow voting involves voting in proportion to the percentage of favorable and unfavorable votes cast by the Fund's other shareholders. Federated will shadow vote its shares immediately prior to the Special Meeting based on the percentage of favorable and unfavorable votes cast at that time. If the vote is not obtained, the Special Meeting will be adjourned until the required vote is achieved. If the Special Meeting can no longer be adjourned, Federated will continue to operate the Fund and work with intermediaries and shareholders to redeem out of the Fund. If necessary, Federated may re-solicit shareholders. If all shareholders, excluding the Federated Investment, redeem out of the Fund prior to the Record Date, the Fund will be terminated by the unanimous consent of Federated as the sole shareholder.

No Dissenters’ Rights or Rights of Appraisal

Under the Plan of Liquidation, the shareholders of the Fund will not be entitled to any appraisal or similar rights in connection with the Liquidation. However, shareholders may redeem their shares of the Fund prior to the Liquidation Date at a price equal to the aggregate of the then current net asset value of their shares in the manner specified in the Fund’s current prospectus.

Share Ownership of the Fund

On the Record Date, the Fund had outstanding, the following number of shares of beneficial interest, respectively (the "Shares"), each Share being entitled to one vote and fractional shares having proportionate voting rights. The total outstanding Shares consist of:

Fund	Number of Outstanding Shares
Federated Arizona Municipal Cash Trust	XXXX Shares

Officers and Trustees of the Trust own less than 1% of the Fund’s outstanding shares.

At the close of business on the Record Date, the following persons owned to the knowledge of management, more than 5% of the outstanding shares of the Fund:

Name and Address of Shareholder	Percentage of Fund Owned
	%

OTHER INFORMATION

Address of Investment Adviser, Distributor, Administrator and Underwriter

The principal offices of the Adviser (Federated Investment Management Company), the Distributor (Federated Securities Corp.) and the Fund’s administrator, Federated Administrative Services, is Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779. The principal office of State Street Bank and Trust Company, the Fund’s custodian, transfer agent and dividend disbursing agent is P.O. Box 8600, Boston, Massachusetts 02266-8600.

Auditors

Ernst & Young LLP, an independent registered public accounting firm, serves as an independent accountant and auditor to the Fund. Ernst & Young LLP, has no direct or indirect financial interest in the Trust, except for the fees it receives as an auditor and independent public accountants. No representative of Ernst & Young LLP, is expected to be present at the Special Meeting.

Interests of Experts and Counsel

No expert or counsel named herein has a substantial interest in the Fund, the Adviser, Federated Securities Corp. (the Fund’s distributor), Federated Administrative Services (the Fund’s administrator), the Liquidation, or any other transaction contemplated by this Proxy Statement.

Shareholder Meetings and Shareholder Proposals

The Trust is not required, and does not intend to hold annual meetings of shareholders. Shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for the next meeting of shareholders should send their written proposals to Money Market Opportunities Trust, Federated Investors Funds, 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561, so that they are received within a reasonable time before any such meeting.

Delivery of Documents to Shareholders Sharing an Address

In an effort to reduce costs and avoid duplicate mailings, the Fund intends to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund resides (so-called “householding”), as permitted by applicable rules. The Fund’s “householding” program covers its Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the “householding” program. The Fund is also permitted to treat a shareholder as having given consent (“implied consent”) if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to “household” at least sixty (60) days before it begins “householding” and (iii) none of the shareholders in the household have notified the Fund or their agent of the desire to “opt out” of “householding.” Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of “householding” at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400. If you are a shareholder residing at an address to which one copy of the Proxy was delivered, you may request an additional copy of the Proxy Statement, which the Fund will deliver promptly upon request. You may request additional copies of this Proxy Statement by calling or writing the Fund at the phone number and address provided above.

LEGAL PROCEEDINGS

Since February 2004, Federated and related entities (collectively, “Federated”) have been named as defendants in several lawsuits that are now pending in the United States District Court for the Western District of Pennsylvania. These lawsuits have been consolidated into a single action alleging excessive advisory fees involving one of the Federated-sponsored mutual funds (“Federated Funds”).

Federated, Federated Funds, and its counsel have been defending this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek monetary damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Federated Funds, there can be no assurance that these suits, ongoing adverse publicity and/or other developments resulting from the allegations in these matters will not result in increased redemptions, or reduced sales, of shares of the Federated Funds or other adverse consequences for the Federated Funds.

DISCRETION OF ATTORNEYS NAMED IN THE PROXY

No business other than the matter described above is expected to come before the Special Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment or postponement of the Special Meeting, the persons named on the enclosed proxy card will vote on such matters according to their best judgment in the interests of the Trust.

SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.

By Order of the Trustees

John W. McGonigle

Secretary

January 18, 2011

MONEY MARKET OBLIGATIONS TRUST

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 ADMINISTRATIVE SERVICES

Federated Investors Tower

Pittsburgh, Pennsylvania 15222-3779

Annex A

MONEY MARKET OBLIGATIONS TRUST

Federated Arizona Municipal Cash Trust

Form of Plan of Liquidation

This Plan of Liquidation ("Plan") concerns the Federated Arizona Municipal Cash Trust (the "Fund"), a portfolio of Money Market Obligations Trust (the “Trust"), which is a business trust organized and existing under the laws of the Commonwealth of Massachusetts. The Trust is registered as an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "Act"). The Plan is intended to accomplish the complete liquidation of the Fund in conformity with all provisions of Massachusetts law and the Trust's Declaration of Trust.

WHEREAS, the Trust's Board of Trustees, on behalf of the Fund, has determined that it is in the best interests of the Fund and its shareholders to liquidate the Fund; and

WHEREAS, at a meeting of the Board of Trustees on November 11, 2010, the Board of Trustees considered and approved, subject to requisite shareholder approval being obtained, this Plan as the method of liquidating and terminating the Fund;

NOW THEREFORE, the liquidation of the Fund shall be carried out in the manner hereinafter set forth:

1. Effective Date of Plan. The Plan shall become effective upon the date of execution by an officer of the Trust. The day of such execution is hereinafter called the "Effective Date."

2. Liquidation and Termination. As promptly as practicable, consistent with the provisions of the Plan, the Fund shall be liquidated and terminated in accordance with the laws of the Commonwealth of Massachusetts and the Trust's Declaration of Trust ("Liquidation Date").

3. Cessation of Business. After the Liquidation Date of the Plan, the Fund shall cease its business as an investment company and shall not engage in any business activities except for the purposes of-winding up its business and affairs, marshalling and preserving the value of its assets and distributing its assets to shareholders in accordance with the provisions of the Plan after the payment to (or reservation of assets for payment to) all creditors of the Fund.

4. Restriction of Transfer and Redemption of Shares. The proportionate interests of shareholders in the assets of the Fund and their rights to receive redemption payments and subsequent distributions shall be fixed on the basis of its shareholdings at the close of business on the Liquidation Date of the Plan. On the Liquidation Date, the books of the Fund shall be closed. Thereafter, unless the books are reopened because the Plan cannot be carried into effect under the laws of the Commonwealth of Massachusetts or otherwise, the shareholders' interests in the Fund's assets shall not be transferable or redeemable.

5. Liquidation of Assets. As soon as is reasonable and practicable after the Effective Date, any remaining portfolio securities of the Fund shall be converted to cash or cash equivalents. If any illiquid securities remain after the Fund’s use of commercially reasonable efforts to dispose of them, the Fund’s officers shall dispose of such securities (such disposal may include moving such securities to an unclaimed property account at Custodian) in a manner which permits the Fund to cease operations and wind up its business.

6. Payment of Debts. As soon as is practicable after the Liquidation Date, the Fund shall determine and pay, or set aside in cash equivalent, the amount of all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the date of the liquidating distribution provided for in Section 7, below.

7. Liquidating Distribution. As soon as practicable after the Effective Date, except not, in any event, any earlier than the day after the date of distribution of the Fund's final capital gain and/or income dividend for the current taxable year, the Fund shall distribute pro rata to the Fund's Shareholders of record as of the close of business on the Liquidation Date all of the remaining assets of the Fund in complete cancellation and redemption of all of the outstanding shares of the Fund, less an estimated amount necessary to discharge (a) any unpaid liabilities and obligations of the Fund remaining on the Fund's books, and (b) liabilities as the Board of Trustees shall reasonably deem to exist against the assets of the Fund. The Board of Trustees or any authorized officer of the Trust shall be authorized to set a record date for, and to cause the Fund to make, the payment of a dividend of any undistributed gains and/or income of the Fund, whether as part of the liquidating distribution or otherwise.

Following the Liquidation Date, if the Fund receives any form of cash or is entitled to any other distributions that it had not recorded on its books on or before the Liquidation Date, the aggregate amount of which is determined by the Board of Trustees of the Trust not to be de minimis after taking into account all expenses associated with effecting the disposition thereof, such cash or distribution shall be disbursed to the Shareholders of-record of the Fund as of the Liquidation Date, on a pro rata basis, in such manner as the Board of Trustees or, subject to the direction of the Board of Trustees, the Trust's officers shall deem appropriate.

8. Certain Tax Matters. The Fund shall take all steps necessary to maintain its qualification as a regulated investment company under subchapter M of title A, chapter 1, of the Internal Revenue Code until the liquidation of the Fund has been completed, including, but not limited to, compliance with applicable diversification tests.

9. Expenses of the Liquidating Distribution. Federated Arizona Municipal Cash Trust shall bear all expenses incurred by the Fund in carrying out this Plan, including any expenses incurred as a result of the disposition of Fund securities.

10. Power of Board of Trustees. The Board of Trustees, or subject to the Board of Trustees, the officers, shall have authority to do or authorize any or all acts as provided for in the Plan and any and all such further acts as they may consider necessary or desirable to carry out the purposes of the Plan, including the execution and filing of all certificates, documents, information returns, tax returns and other papers which may be necessary or appropriate to implement the Plan. The death, resignation or disability of any trustee or any officer of the Fund shall not impair the authority of the surviving or remaining trustees or officers to exercise any of the powers provided for in the Plan.

11. Amendment of Plan. The Board shall have the authority to authorize such variations from or amendments of the provisions of the Plan as may be necessary or appropriate to effect the marshaling of Fund assets and the complete liquidation and termination of the existence of the Fund, and the distribution of its net assets to shareholders in accordance with the laws of the Commonwealth of Massachusetts and the purposes to be accomplished by the Plan.

12. Appraisal Rights. Shareholders will not be entitled to appraisal rights in connection with the Plan.

13. Records. The Trust shall maintain all records related to this Plan as required by the Act and the rules there under.

ADOPTED BY:

MONEY MARKET OBLIGATIONS TRUST,

on behalf of its portfolio, Federated Arizona Municipal Cash Trust

By: ___________________

Title: __________________

Date:__________________

Federated Maryland Municipal Cash Trust

A Portfolio of Money Market Obligations Trust

PROXY STATEMENT – PLEASE VOTE TODAY!

Federated Maryland Municipal Cash Trust (the “Fund”) will hold a special meeting of shareholders on February 23, 2011. Please refer to the enclosed Proxy Statement as well as the highlighted information below for details on the proposal.

It is important for you to vote and we encourage you to do so. We recommend that you read the Proxy Statement in its entirety; the explanation will help you decide on the vote.

Why am I being asked to vote?

What is the proposal?

The proposal is to liquidate Federated Maryland Municipal Cash Trust (the “Liquidation”).

Why has the Board of Trustees recommended that I vote in favor of the proposal?



	The expense ratio of the Fund would increase without the subsidies provided by Federated Investment Management Company (the Funds’ investment adviser) and its affiliates.

Please see the section entitled “Background of and Reasons for the Proposed Liquidation” in the Proxy Statement for more information.

When will the Liquidation occur?

Assuming shareholder approval is obtained, the “Liquidation Date” is currently expected to occur after the close of business on or about February 25, 2011.

How will the Liquidation affect my investment?

	Any shares outstanding at the close of business on the Liquidation Date will be automatically redeemed.

	Shareholders should realize taxable gain or loss for federal income tax purposes if the tax basis in their shares differs from the aggregate net asset value of their shares on the Liquidation Date.

	The Fund will distribute any realized capital gains accumulated prior to the Liquidation to its shareholders. These distributions, if any, will be taxable.

	Shareholders should consult their tax advisers to determine the federal, state, and other income tax consequences of receiving the liquidation distribution with respect to their particular tax circumstances.

Can I continue to make purchases into Federated Maryland Municipal Cash Trust?

The Fund closed to new accounts on November 16, 2010. Beginning on that date, no person was able to open a new account with the Fund.

What should I do in connection with the Liquidation?

Please vote your shares today. If the Liquidation is approved, your shares will automatically be redeemed at the close of business on or about February 25, 2011.

	You may redeem your shares of the Fund pursuant to the procedures set forth in the Fund’s Prospectus any time prior to the Liquidation Date.



How do I vote?

There are several ways in which you can cast your vote:

	You may vote in person at the February 23, 2011 meeting, or by completing and returning the proxy card enclosed with this statement.

	You may vote by telephone or through the internet. Please refer to your ballot for the appropriate toll-free telephone number and web address.

If you:

1.	Sign and return the proxy card without indicating a preference, your vote will be cast “for” the proposal.

2.	Do not respond at all, we may contact you by telephone to request that you cast your vote.

Whom do I call if I have questions about this Proxy Statement?

Please don’t hesitate to contact your Investment Professional or call us toll-free at 1-800-341-7400.

Thank you in advance for your vote and your continued support of the Federated Funds.

After careful consideration, the Board of Trustees has unanimously approved this proposal.

The Board of Trustees recommends that you read the enclosed materials carefully and vote FOR the proposal.

Federated Investors Funds

4000 Ericsson Drive

Warrendale, PA 15086-7561

Pittsburgh, PA 15222-3779

or call 1-800-341-7400.

60934N286

00000 (0/00)

Federated Securities Corp., Distributor

Federated is a registered mark of Federated Investors, Inc.

2010 ©Federated Investors, Inc.

FEDERATED MARYLAND MUNICIPAL CASH TRUST

a portfolio of Money Market Obligations Trust

4000 Ericsson Drive

Warrendale, PA 15086-7561

1-800-341-7400

FederatedInvestors.com

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 23, 2011

A special meeting of the shareholders of Maryland Municipal Cash Trust (the “Fund”), a portfolio of Money Market Obligations Trust (the “Trust”), will be held at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561, at 2:00 p.m. (Eastern time), on February 23, 2011, for the following purposes:

1.	To approve or disapprove a Plan of Liquidation for the Fund pursuant to which the Fund would be liquidated and dissolved, and its assets distributed pro rata to the shareholders of the Fund, in complete liquidation and termination of the Fund; and

The Proxy Statement accompanying this notice contains more complete information regarding the matters to be acted upon at the Special Meeting.

By Order of the Board of Trustees

John W. McGonigle

Secretary

January 18, 2011

TABLE OF CONTENTS

About the Proxy Solicitation and the Special Meeting

Summary

Proposal to Approve the Plan of Liquidation

Introduction

The Plan of Liquidation

Background of and Reasons for the Proposed Liquidation

Federal Tax and Other Aspects of the Liquidation

Information About the Trust

Proxies, Quorum and Voting at the Special Meeting

Share Ownership of the Trust

Other Information

Address of Investment Adviser, Distributor, Administrator and Underwriter

Auditors

Interests of Experts and Counsel

Shareholder Meetings

Delivery of Documents to Shareholders Sharing an Address

Legal Proceedings

Other Matters and Discretion of Attorneys Named in the Proxy

Annex A- Plan of Liquidation

PROXY STATEMENT

FEDERATED MARYLAND MUNICIPAL CASH TRUST

a portfolio of Money Market Obligations Trust

4000 Ericsson Drive

Warrendale, PA 15086-7561

1-800-341-7400

FederatedInvestors.com

ABOUT THE PROXY SOLICITATION AND THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Trustees (“Board”) of Money Market Obligations Trust (the “Trust”), on behalf of its portfolio Federated Maryland Municipal Cash Trust (the “Fund”). The proxy will be voted at the special meeting of shareholders of the Fund to be held on February 23, 2011. The meeting will be held at 4000 Ericsson Drive, Warrendale, Pennsylvania 15086-7561, at 2:00 p.m. (such special meeting and any adjournment or postponement thereof are referred to as the “Special Meeting”).

The Board is conducting the solicitation of proxies for use at the Special Meeting principally through the delivery by mail, e-mail or via the Internet, of this Proxy Statement and the accompanying proxy card. In addition to the solicitation through the mail, proxies may be solicited by officers, employees, and agents of the Trust. In addition, Federated Shareholder Services Company, an affiliate of the Adviser, has entered into a contract with Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717 (“Broadridge”), pursuant to which Broadridge will provide certain project management, tabulation, telephone solicitation, and internet and telephonic voting services in addition to mailing the proxy statement. The fees to be paid to Broadridge under the contract are estimated to be $12,600 in the aggregate. Any telephone solicitations will follow required procedures designed to ensure accuracy and to prevent fraud, including 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 instructions as shareholders submitting proxies in written form. The cost of the solicitation, including the printing and mailing of proxy materials, will be borne by the Fund.

SUMMARY

The following is a summary of certain information contained elsewhere in this Proxy Statement (including the Plan of Liquidation attached hereto as Annex A ). This summary is qualified in its entirety by reference to information contained elsewhere in this Proxy Statement and the Plan of Liquidation or incorporated by reference into this Proxy Statement.


Purpose of the Special Meeting	The primary purpose of the Special Meeting is to consider and vote on the Plan of Liquidation, a form of which is attached hereto as Annex A, which provides for the liquidation and dissolution of the Fund (the “Liquidation”), including the sale of the Fund’s investments and a distribution of net proceeds to its shareholders.

Consequences of the Liquidation	Pursuant to the Plan of Liquidation, the Fund will sell all of the investments held by the Fund, will discharge all of the Fund’s liabilities, and will distribute the net proceeds to the shareholders of the Fund on the date the Liquidation is completed. The Fund’s operations will then be discontinued. The Fund will continue to redeem its shares in the ordinary course pending completion of the Liquidation, therefore shareholders who wish to redeem out of the Fund in advance of the Liquidation will be free to do so.

When the Fund will be Liquidated	If the Plan of Liquidation is approved at the Special Meeting, we expect the Fund to commence making liquidating distributions to Fund shareholders on or around February 25, 2011, or such other date as determined by the Board, assuming that all conditions to the consummation of the Plan of Liquidation have been satisfied.

Federal Tax Consequences to Shareholders	Shareholders may realize taxable gain or loss on their receipt of liquidation proceeds, if the tax basis in their shares differs from the aggregate net asset value of their shares on the liquidation date. Each shareholder in the Fund should consult with their tax advisor regarding whether the Liquidation of the Fund will be a tax recognition event for the shareholder and regarding any other tax consequences of the Liquidation.

Required Vote	The Plan of Liquidation must be approved by a “Majority Shareholder Vote” of the Fund as that term is defined under the Investment Company Act of 1940 (“1940 Act”). Under the relevant language of Section 2(a)(42) of the 1940 Act, a “Majority Shareholder Vote” means the vote (A) of 67% or more of the voting securities present at the meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (B) of more than 50% of the outstanding voting securities, whichever is less.

How to Vote	Shareholders may vote via the Internet, by telephone, or by facsimile by following the instructions on the enclosed proxy card. Shareholders may also vote by mail by returning the enclosed proxy card or in person by attending the Special Meeting. Shareholders can obtain directions to the meeting by calling the Trust at 1-800-341-7400.

PROPOSAL TO APPROVE THE PLAN OF LIQUIDATION

Introduction

Maryland Municipal Cash Trust (the “Fund”) is a portfolio of Money Market Obligations Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”).The Fund is a money market mutual fund seeking to provide current income exempt from federal regular income tax and the personal income taxes imposed by the State of Maryland and Maryland municipalities consistent with stability of principal and liquidity by investing in a portfolio of short-term, high-quality Maryland tax-exempt securities. Shareholders of the Fund will be asked at the Special Meeting to approve the Plan of Liquidation and the Liquidation it describes, as discussed in more detail in this Proxy Statement. If the Plan of Liquidation is approved at the Special Meeting, it is anticipated that the Trust will commence making liquidating distributions to Fund shareholders on or around February 25, 2011, or such other date as determined by the Board, assuming that all conditions to the consummation of the Plan of Liquidation have been satisfied.

The Plan of Liquidation

After the Board approved the Plan of Liquidation on November 11, 2010, the Fund was closed to new accounts effective as of November 16, 2010. Beginning on that date, no person was able to open a new account with the Fund. Effective as of January 4, 2011, the Fund will be closed to new investments (except for reinvestment of dividends and automatic investment plan programs). Beginning on that date, no shareholder will be able to add new money into their account , or make any additional investment in the Fund (except for reinvestment of dividends and automatic investment plan programs). Any time prior to the Liquidation Date, the shareholders of the Fund may redeem their Shares of the Fund pursuant to the procedures set forth in the Fund’s Prospectus. As disclosed in the Fund’s Prospectus, although the Fund intends to pay Share redemptions in cash, it reserves the right to pay the redemption price in whole or in part by a distribution of the Fund’s portfolio securities. Shareholders may also exchange their Shares of the Fund for shares of any Federated fund or share class that does not have a stated sales charge or contingent deferred sales charge, except Federated Liberty U.S. Government Money Market Trust and Class K Shares (effective December 31, 2010, Class K Shares will be redesignated as Class R Shares), if the shareholder meets the eligibility criteria and investment minimum for the fund for which the shareholder is exchanging and otherwise complies with the requirements of the Fund’s Prospectus applicable to exchanges. It is likely that shareholders of the Fund will redeem or exchange their Shares of the Fund prior to the Record Date and/or Liquidation Date.

Given the above, the Adviser has begun positioning the portfolio of the Fund for liquidation, which may cause the Fund to deviate from its stated investment objective and strategies. It is anticipated that the Fund’s portfolio will be entirely positioned in cash or cash equivalents at some time prior to the Liquidation Date. The Adviser also anticipates that, in the short term, it, and its affiliates, will continue to waive and/or reimburse certain Fund fees and expenses to maintain the Fund’s yield at a level similar to the yield of the Fund over recent periods.

Background of and Reasons for the Proposed Liquidation

The Adviser determined that the Fund is no longer economically viable given its asset size, annual maintenance costs and low prospects for future growth. The net assets of the Fund have averaged $98 million over the past 10 years, however, the Fund’s net assets have decreased from $206.8 million in December 2008 to approximately $30,592,848 million as of November 30, 2010. The Adviser and its affiliates have been subsidizing the operations of the Fund for eight of the past ten years. As of November 30, 2010, waivers of Fund expenses by the Adviser and its affiliates equaled 177 basis points for the Fund. The Adviser and the Fund’s distributor, Federated Securities Corp. (“Distributor”) also do not believe that the Fund has high prospects for future growth. The Adviser, and its affiliates, are not obligated to continue to subsidize the Fund and the expense ratios of the Fund would increase without the subsidies provided by the Adviser and its affiliates. Unlike a national fund, the Fund is a state-specific money market fund with investment objectives and policies that require investment in state-specific tax-exempt securities. Although a tax-free reorganization of the Fund into another mutual fund was considered, it was determined that there is no single preferred acquiring fund in which the Fund could reorganize. A liquidation allows intermediaries and shareholders the flexibility to reinvest assets as they deem appropriate. Moreover, the Adviser and the Distributor believe that intermediaries likely would not retain the assets in the acquiring fund, and may redeem significant assets from the Fund prior to a reorganization, which could create questions regarding the ability of the Fund to satisfy the requirements for a tax-free reorganization under the Internal Revenue Code of 1986, as amended.

Based on the foregoing reasons, at its meeting held on November 11, 2010, the Board concluded that the proposed Liquidation is in the best interests of the Fund and its shareholders.

Federal Tax and Other Aspects of the Liquidation

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL

INFORMATION ABOUT THE TRUST

Proxies, Quorum and Voting at the Special Meeting

Adjournment

Federated’s Investment in the Fund

No Dissenters’ Rights or Rights of Appraisal

Share Ownership of the Fund

Fund	Number of Outstanding Shares
Federated Maryland Municipal Cash Trust	XXXX Shares

Officers and Trustees of the Trust own less than 1% of the Fund’s outstanding shares.

At the close of business on the Record Date, the following persons owned to the knowledge of management, more than 5% of the outstanding shares of the Fund:

Name and Address of Shareholder	Percentage of Fund Owned
	%

OTHER INFORMATION

Address of Investment Adviser, Distributor, Administrator and Underwriter

Auditors

Interests of Experts and Counsel

Shareholder Meetings and Shareholder Proposals

Delivery of Documents to Shareholders Sharing an Address

LEGAL PROCEEDINGS

DISCRETION OF ATTORNEYS NAMED IN THE PROXY

SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.

By Order of the Trustees

John W. McGonigle

Secretary

January 18, 2011

MONEY MARKET OBLIGATIONS TRUST

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 ADMINISTRATIVE SERVICES

Federated Investors Tower

Pittsburgh, Pennsylvania 15222-3779

Annex A

MONEY MARKET OBLIGATIONS TRUST

Federated Maryland Municipal Cash Trust

Form of Plan of Liquidation

This Plan of Liquidation ("Plan") concerns the Federated Maryland Municipal Cash Trust (the "Fund"), a portfolio of Money Market Obligations Trust (the “Trust"), which is a business trust organized and existing under the laws of the Commonwealth of Massachusetts. The Trust is registered as an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "Act"). The Plan is intended to accomplish the complete liquidation of the Fund in conformity with all provisions of Massachusetts law and the Trust's Declaration of Trust.

WHEREAS, the Trust's Board of Trustees, on behalf of the Fund, has determined that it is in the best interests of the Fund and its shareholders to liquidate the Fund; and

NOW THEREFORE, the liquidation of the Fund shall be carried out in the manner hereinafter set forth:

1. Effective Date of Plan. The Plan shall become effective upon the date of execution by an officer of the Trust. The day of such execution is hereinafter called the "Effective Date."

9. Expenses of the Liquidating Distribution. Federated Maryland Municipal Cash Trust shall bear all expenses incurred by the Fund in carrying out this Plan, including any expenses incurred as a result of the disposition of Fund securities.

12. Appraisal Rights. Shareholders will not be entitled to appraisal rights in connection with the Plan.

13. Records. The Trust shall maintain all records related to this Plan as required by the Act and the rules there under.

ADOPTED BY:

MONEY MARKET OBLIGATIONS TRUST,

on behalf of its portfolio, Federated Maryland Municipal Cash Trust

By: ___________________

Title: __________________

Date:__________________

After careful consideration, the Board of Trustees of the Trust unanimously approved the proposal listed below and recommended that shareholders vote "for" this proposal.

NOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of Federated Arizona Municipal Cash Trust, a portfolio of Money Market Obligations Trust (the “Trust”), hereby revoking any proxy heretofore given, designate and appoint George Magera, Justine Patrick, Maureen Ferguson, Heidi Loeffert, Tara Raposa and Erin Dugan, as proxies to act at the Special Meeting of Shareholders (the "Special Meeting") to be held on February 23, 2011 at 4000 Ericsson Drive, Warrendale, Pennsylvania, 15086-7561, at 2:00 p.m. (Eastern Time), 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 this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted affirmatively on such matter. Discretionary authority is hereby conferred as to all other matters as may properly come before the Special Meeting or any adjournment thereof. and the attorneys named in this proxy will vote on such matters in their best judgment.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF MONEY MARKET OBLIGATIONS TRUST. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS.

Proposal 1 To approve or disapprove a Plan of Liquidation for the Federated Arizona MunicipalCash Trust (the “Fund”), a portfolio of Money Market Obligations Trust, pursuant towhich the Fund would be liquidated and dissolved, and its assets distributed pro rata to the shareholders of the Fund, in complete liquidation and termination of the 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. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

You may also vote your shares by touchtone phone by calling 1-800-690-6903 or through the Internet at www.proxyvote.com.

After careful consideration, the Board of Trustees of the Trust unanimously approved the proposal listed below and recommended that shareholders vote "for" this proposal.

NOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of Federated Maryland Municipal Cash Trust, a portfolio of Money Market Obligations Trust (the “Trust”), hereby revoking any proxy heretofore given, does hereby designate and appoint George Magera, Justine Patrick, Maureen Ferguson, Heidi Loeffert, Tara Raposa and Erin Dugan, as proxies to act at the Special Meeting of Shareholders (the "Special Meeting") to be held on February 23, 2011 at 4000 Ericsson Drive, Warrendale, Pennsylvania, 15086-7561, at 2:00 p.m. (Eastern Time), 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 this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted affirmatively on such matter. Discretionary authority is hereby conferred as to all other matters as may properly come before the Special Meeting or any adjournment thereof and the attorneys named in this proxy will vote on such matters in their best judgment.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF MONEY MARKET OBLIGATION TRUST. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS.

Proposal 1 To approve or disapprove a Plan of Liquidation for the Federated Maryland Municipal Cash Trust(the “Fund”), a portfolio of Money Market Obligations Trust, pursuant to which the Fund wouldbe liquidated and dissolved, and its assets distributed pro rata to the shareholders of the Fund, in complete liquidation and termination of the Fund.

FOR

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AGAINST

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ABSTAIN

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YOUR VOTE IS IMPORTANT

Please complete, sign and return

this card as soon as possible.

Dated

Signature

Signature (Joint Owners)

You may also vote your shares by touchtone phone by calling 1-800-690-6903 or through the Internet at www.proxyvote.com.