Money Market Obligations Trust

09/20/2024 | Press release | Distributed by Public on 09/20/2024 09:56

Post Effective Amendment to Registration Statement Form POS EX

File No. 333-278462

As filed with the SEC on September 20, 2024

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. __

Post-Effective Amendment No. 1

(Check appropriate box or boxes)

FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST

(Exact Name of Registrant as Specified in Charter)

1-800-341-7400

(Area Code and Telephone Number)

4000 Ericsson Drive

Warrendale, PA 15086-7561

(Address of Principal Executive Offices)

Peter J. Germain, Esquire

1001 Liberty Avenue

Pittsburgh, Pennsylvania 15222-3779

(Name and Address of Agent for Service)

Copies to:

Thomas Early, Esquire

Kirkland & Ellis LLP

2049 Century Park East, Suite 3700

Los Angeles, CA 90067-3101

Approximate Date of Proposed Public Offering: As soon as

practicable after this Registration Statement becomes effective

under the Securities Act of 1933, as amended.

Title of Securities Being Registered:

Institutional Shares and Service Shares

without par value, of

Federated Hermes Institutional Prime Obligations Fund

It is proposed that this filing will become effective

Immediately upon filing pursuant to Rule 485 (b).

No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.

EXPLANATORY NOTE

The purpose of this Post-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-14 (333-278462) is to file Exhibit 12, Conformed copy of Executed Opinion regarding Tax Consequences of the Reorganization, as discussed in the Registrant's Form N-14 filing on April 2, 2024.

This Post-Effective Amendment No. 1 consists of the following:

Cover Sheet

Contents of the Registration Statement

Part A --- The definitive Prospectus/Proxy Statement of the Registrant as filed on June 4, 2024 pursuant to Rule 497 is incorporated herein by reference.

Part B --- The definitive Statement of Additional Information of the Registrant as filed June 4, 2024 pursuant to Rule 497 is incorporated herein by reference.

Part C --- Other Information

Signature Page

Exhibits

Exhibit 12 - Conformed copy of Executed Opinion regarding Tax Consequences of the Reorganization.

PART C. OTHER INFORMATION.

Item 15. Indemnification

Indemnification is provided to Officers and Trustees of the Registrant pursuant to the Registrant's Declaration of Trust, as amended. This includes indemnification against: (a) any liabilities or expenses incurred in connection with the defense or disposition of any action, suit or proceeding in which an Officer or Trustee may be or may have been involved; and (b) any liabilities and expenses incurred by an Officer or Trustee as a result of having provided personally identifiable information to a regulator or counterparty by or with whom the Registrant (or its series, as applicable) is regulated or engages in business to satisfy a legal or procedural requirement of such regulator or counterparty.

The Investment Advisory Contracts, and Sub-advisory Agreements as applicable, (collectively, "Advisory Contracts") between the Registrant and the investment advisers, and sub-advisers as applicable, (collectively, "Advisers") of its series, provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Advisory Contracts on the part of the Advisers, Advisers shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security.

The Registrant's distribution contract contains provisions limiting the liability, and providing for indemnification, of the Officers and Trustees under certain circumstances.

Registrant's Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust, as amended, or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees), Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust, as amended, or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Declaration of Trust, as amended, or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.

Item 16. Exhibits

Exhibit Number DESCRIPTION
(1) Declaration of Trust
Conformed copy of Amended and Restated Declaration of Trust of the Registrant dated November 11, 2015, including Amendments as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(2) By-Laws
Conformed Copy of Amended and Restated By-Laws of the Registrant dated November 11, 2015 as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(3) Not applicable
(4) Form of Agreement and Plan of Reorganization are filed herein as Annex A to the Prospectus/Information Statement herein as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)

(5)
Instruments Defining Rights of Security Holders
Copy of Specimen Certificate for Shares of Beneficial Interest of the Registrant for Federated Tax-Free Trust, as filed on paper in Initial Registration Statement filed on December 27, 1978 on Form S-5 (File Nos. 2-63343 and 811-2891) [p]
Copy of Specimen Certificates for Shares of Beneficial Interest for Institutional Service Shares of Massachusetts Municipal Cash Trust; for Institutional Service Shares and Cash Series Shares of Pennsylvania Municipal Cash Trust; and for Institutional Service Shares of Virginia Municipal Cash Trust, as filed via EDGAR in Post-Effective Amendment No. 21 on Form N-1A on December 29, 1993 (File Nos. 33-31259 and 811-5911) [p]
Copy of Specimen Certificates for Shares of Beneficial Interest of the Registrant for Institutional Service Shares of Government Obligations Fund, Prime Obligations Fund, Tax-Free Obligations Fund and Treasury Obligations Fund, as filed via EDGAR in Post-Effective Amendment No. 7 on May 6, 1994 on Form N-1A (File Nos. 33-31602 and 811-5950)
Copy of Specimen Certificate for Shares of Beneficial Interest for Trust for U.S. Treasury Obligations as filed via EDGAR in Post-Effective Amendment No. 27 on November 25, 1994 on Form N-1A (File Nos. 2-65505 and 811-2951)
Copy of Specimen Certificate for Shares of Beneficial Interest for Institutional Shares of Pennsylvania Municipal Cash Trust as filed via EDGAR in Post-Effective Amendment No. 35 on May 19, 1995 on Form N-1A (File Nos. 33-31259 and 811-5911)
Copy of Specimen Certificate for Shares of Beneficial Interest for Institutional Capital Shares of Treasury Obligations Fund as filed via EDGAR in Post-Effective Amendment No. 22 on September 23, 1997 on Form N-1A (File Nos. 33-31602 and 811-5950)
Copy of Specimen Certificate for Shares of Beneficial Interest for Institutional Shares and Institutional Service Shares of California Municipal Cash Trust as filed on September 23, 1997 via EDGAR in Post-Effective Amendment No. 22 on Form N-1A (File Nos. 33-31259 and 811-5911)
As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates
(6) Investment Advisory Contracts
6.1 Conformed copy of the Investment Advisory Contract of the Registrant dated December 11, 1989, including Exhibits, Amendment and Limited Power of Attorney as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
6.2 Conformed copy of the Investment Advisory Contract of the Registrant dated March 1, 1995, including Exhibit, Assignment, Amendment and Limited Power of Attorney as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(7) Underwriting Contracts
Conformed copy of the Distributor's Contract of the Registrant dated March 1, 1994, including Exhibits and Amendments as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(8) Not applicable
(9) Custodian Agreements
9.1 Conformed copy of Amended and Restated Master Custodian Agreement dated March 1, 2017 by and between State Street Bank and Trust Company and the Registrant, including Appendix A as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
9.2 Conformed copy of Amended and Restated Custodian Agreement dated June 7, 2005 by and between The Bank of New York and the Registrant, including Amendments and Exhibits as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(10) Rule 12b-1 Plan
Conformed copy of the Distribution Plan between certain classes of the Registrant and Federated Securities Corp., dated February 12, 2004, including Exhibits as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(11) Conformed Copy of Opinion and Consent of Counsel Regarding the Legality of Shares being Issued as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(12) Conformed Copy of Opinion regarding Tax Consequences of the Reorganization +
(13) Other Material Contracts
13.1 Services Agreement
13.1 (a) Conformed copy of Services Agreement between Federated Advisory Services Company and Federated Investment Management Company dated January 1, 2004, including Schedule 1 as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
13.1 (b) Conformed copy of the Second Amended and Restated Services Agreement, amended and restated as of December 1, 2001, between Federated Shareholder Services Company and the Registrant, including Schedule 1 as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
13.2 Transfer Agency Agreement
Conformed copy of the Transfer Agency Services Agreement between the Federated Hermes Funds and DST Asset Manager Solutions, Inc. dated June 1, 2022, including Schedule A as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
13.3 Administrative Services Agreement
Conformed copy of the Fourth Amended and Restated Agreement for Administrative Services between the Federated Funds and Federated Administrative Services dated September 1, 2022, including Exhibit A as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
13.4 Financial Administration and Accounting Agreement
13.4 (a) Conformed copy of the Financial Administration and Accounting Services Agreement between the Federated Funds and The Bank of New York Mellon dated March 1, 2011, as amended, including Schedule 1 as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
13.4 (b) Conformed copy of the Financial Administration and Accounting Services Agreement between the Federated Funds and State Street Bank and Trust Company dated March 1, 2011, as amended, including Exhibit A as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(14)
14.1 Conformed copy of Consent of Independent Registered Public Accounting Firm KPMG LLP as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(15) Not Applicable
(16)
16.1 Conformed copy of Unanimous Consent of Trustees as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
16.2 Conformed copy of Power of Attorney of the Registrant as filed via EDGAR in Pre-Effective Amendment 1 on Form N-14 on April 2, 2024 (811-05950 and 333-278462)
(17) Not Applicable
+ Exhibit is being filed electronically with registration statement; indicate by footnote
[p] Exhibit filed on paper

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file by Post-Effective Amendment the opinion of counsel regarding the tax consequences of the proposed reorganization required by Item (16)(12) of Form N-14 prior to the closing date of the reorganization.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Federated Hermes Money Market Obligations Trust, has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 20th day of September 2024.

FEDERATED HERMES MONEY MARKET OBLIGATIONS TRUST

BY: /s/ George F. Magera

George F. Magera, Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated:
NAME TITLE DATE

BY: /s/ George F. Magera

George F. Magera, Assistant Secretary

Attorney In Fact For the Persons Listed Below September 20, 2024
John G. Carson* Trustee

J. Christopher Donahue*

President and Trustee (Principal Executive Officer)
Thomas R. Donahue* Trustee
Jeremy D. Boughton* Treasurer (Principal Financial Officer/Principal Accounting Officer)
G. Thomas Hough* Trustee
Maureen Lally-Green* Trustee
Thomas O'Neill* Trustee
Madelyn A. Reilly* Trustee
P. Jerome Richey* Trustee
John S. Walsh* Trustee
*By Power of Attorney