Federated Service MMSXX Institutional Money Market Management · Institutional Money Market Management ... (Credit Suisse AG LIQ), ... (FHLB of San Francisco LOC), 1.250%, 8/3/2017

Annual Shareholder Report

July 31, 2017

Share Class TickerInstitutional MMPXX

Service MMSXX

Capital MMLXX

Eagle MMMXX

FederatedInstitutional MoneyMarket ManagementFund Established 1974

A Portfolio of Money Market Obligations Trust

The Fund operates as a“Floating Net Asset Value”Money Market Fund. TheShare Price will fluctuate. It ispossible to lose money byinvesting in the Fund.

Not FDIC InsuredMay Lose ValueNo Bank Guarantee

CONTENTS

Portfolio of Investments Summary Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Portfolio of Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Statement of Assets and Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Shareholder Expense Example . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Board of Trustees and Trust Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Evaluation and Approval of Advisory Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Voting Proxies on Fund Portfolio Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Quarterly Portfolio Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Portfolio of Investments Summary Tables (unaudited)At July 31, 2017, the Fund’s portfolio composition1 was as follows:

Security TypePercentage of

Total Net Assets

Variable Rate Instruments 55.4%

Commercial Paper and Notes 25.7%

Bank Instruments 3.8%

Other Repurchase Agreements and Repurchase Agreements 14.9%

Other Assets and Liabilities—Net2 0.2%

TOTAL 100.0%

At July 31, 2017, the Fund’s effective maturity3 schedule was as follows:

Securities With anEffective Maturity of:

Percentage ofTotal Net Assets

1-7 Days 44.5%4

8-30 Days 41.2%

31-90 Days 8.3%

91-180 Days 5.8%

181 Days or more 0.0%

Other Assets and Liabilities—Net2 0.2%

TOTAL 100.0%

1 See the Fund’s Prospectus and Statement of Additional Information for more complete informationregarding these security types. With respect to this table, Commercial Paper and Notes includeasset-backed securities, bank notes, collateralized loan agreements, commercial paper, corporate bondsand loan participations with interest rates that are fixed or that reset periodically.

2 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.3 Effective maturity is determined in accordance with the requirements of Rule 2a-7 under the Investment

Company Act of 1940, which regulates money market mutual funds.4 Overnight securities comprised 15.3% of the Fund’s portfolio.

Annual Shareholder Report1

Portfolio of InvestmentsJuly 31, 2017

PrincipalAmount Value

CERTIFICATES OF DEPOSIT—3.8%

Finance - Banking—3.8%

$2,600,000 Sumitomo Mitsui Banking Corp., 1.180%, 8/4/2017 $ 2,600,000

COMMERCIAL PAPER—25.7%1

Aerospace/Auto—2.9%

2,000,000 Toyota Motor Finance (Netherlands) B.V., (Toyota Motor Corp. SA),1.309%, 11/13/2017 1,993,029


2,600,000 2,3DNB Bank ASA, 1.160%, 8/4/2017 2,599,749

1,600,000 2,3Gotham Funding Corp., (Bank of Tokyo-Mitsubishi UFJ Ltd. LIQ),1.152% - 1.202%, 8/8/2017 - 8/11/2017 1,599,576

1,000,000 ING (U.S.) Funding LLC, 1.182%, 8/7/2017 999,803

2,650,000 2,3LMA-Americas LLC, (Credit Agricole Corporate and Investment BankLIQ), 1.200% - 1.272%, 8/4/2017 - 9/12/2017 2,648,423

TOTAL 7,847,551

Finance - Retail—7.3%

3,000,000 2,3Barton Capital S.A., 1.253%, 8/25/2017 2,997,500

2,000,000 2,3Old Line Funding, LLC, 1.315%, 10/30/2017 1,993,367

TOTAL 4,990,867

Sovereign—4.0%

2,000,000 2,3Erste Abwicklungsanstalt, 1.304%, 10/16/2017 1,994,922

700,000 2,3Kells Funding, LLC, (FMS Wertmanagement AoR LIQ),1.305%, 10/26/2017 697,923

TOTAL 2,692,845

TOTAL COMMERCIAL PAPER(IDENTIFIED COST $17,523,403) 17,524,292

NOTES - VARIABLE—55.4%4


3,000,000 2,3ASB Finance Ltd., (GTD by ASB Bank Ltd.), 1.486%, 8/17/2017 3,000,000

3,000,000 2,3Alpine Securitization Ltd., (Credit Suisse AG LIQ), 1.428%, 10/16/2017 2,999,977

3,000,000 Bank of Montreal, 1.564%, 8/14/2017 3,002,385

2,500,000 Canadian Imperial Bank of Commerce, 1.664%, 8/14/2017 2,504,314

3,270,000 Miami-Dade County, FL IDA, Badia Spices, Inc. Project Series 2015,(Northern Trust Co., Chicago, IL LOC), 1.200%, 8/3/2017 3,270,000

3,000,000 Toronto Dominion Bank, 1.484%, 8/14/2017 3,000,000

3,000,000 Wells Fargo Bank, N.A., 1.684%, 8/14/2017 3,005,494

2,000,000 Westpac Banking Corp. Ltd., Sydney, 1.435%, 9/29/2017 2,001,423

TOTAL 22,783,593


PrincipalAmount Value

NOTES - VARIABLE—continued4

Finance - Retail—4.4%

$3,000,000 2,3Thunder Bay Funding, LLC, 1.516%, 8/15/2017 $ 3,000,000

Finance - Securities—4.4%

3,000,000 Collateralized Commercial Paper Co. LLC, (J.P. Morgan SecuritiesLLC SA), 1.644%,11/9/2017 3,003,005

Government Agency—13.2%

9,000,000 MB N4P3, LLC, Series 2015-A Mission Bay Apartments Project,(FHLB of San Francisco LOC), 1.250%, 8/3/2017 9,000,000

TOTAL NOTES - VARIABLE(IDENTIFIED COST $37,770,000) 37,786,598

OTHER REPURCHASE AGREEMENTS—7.6%


2,600,000 Citigroup Global Markets, Inc., 1.66%, dated 7/31/2017, interest in a$75,000,000 collateralized loan agreement will repurchase securitiesprovided as collateral for $75,003,458 on 8/1/2017, in whichcollateralized mortgage obligations with a market value of$76,503,528 have been received as collateral and held withBNY Mellon as tri-party agent. 2,600,000

2,600,000 HSBC Securities (USA), Inc., 1.36%, dated 7/31/2017, interest in a$330,000,000 collateralized loan agreement will repurchase securitiesprovided as collateral for $330,012,467 on 8/1/2017, in whichcorporate bonds and medium-term notes with a market value of$336,601,349 have been received as collateral and held withJPMorgan Chase as tri-party agent. 2,600,000

TOTAL OTHER REPURCHASE AGREEMENTS(IDENTIFIED COST $5,200,000) 5,200,000

REPURCHASE AGREEMENT—7.3%


5,000,000 Interest in $1,750,000,000 joint repurchase agreement 1.06%, dated7/31/2017 under which Natixis Financial Products LLC will repurchasesecurities provided as collateral for $1,750,051,528 on 8/1/2017. Thesecurities provided as collateral at the end of the period held withBNY Mellon as tri-party agent, were U.S. Government Agency andU.S. Treasury securities with various maturities to 3/20/2065 and themarket value of those underlying securities was $1,792,600,010. 5,000,000

TOTAL INVESTMENTS—99.8%(IDENTIFIED COST $68,093,403)5 68,110,890

OTHER ASSETS AND LIABILITIES - NET—0.2%6 158,388

TOTAL NET ASSETS—100% $68,269,278


1 Discount rate at time of purchase for discount issues, or the coupon for interest-bearing issues.2 Denotes a restricted security that either: (a) cannot be offered for public sale without first being

registered, or being able to take advantage of an exemption from registration, under the Securities Actof 1933; or (b) is subject to a contractual restriction on public sales. At July 31, 2017, these restrictedsecurities amounted to $23,531,437, which represented 34.5% of total net assets.

3 Denotes a restricted security that may be resold without restriction to “qualified institutional buyers” asdefined in Rule 144A under the Securities Act of 1933 and that the Fund has determined to be liquidunder criteria established by the Fund’s Board of Trustees (the “Trustees”). At July 31, 2017, these liquidrestricted securities amounted to $23,531,437, which represented 34.5% of total net assets.

4 Denotes a variable rate security with current rate and next reset date shown.5 Also represents cost for federal tax purposes.6 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Note: The categories of investments are shown as a percentage of total net assets atJuly 31, 2017.

Various inputs are used in determining the value of the Fund’s investments. These inputs aresummarized in the three broad levels listed below:

Level 1—quoted prices in active markets for identical securities.Level 2—other significant observable inputs (including quoted prices for similar securities,interest rates, prepayment speeds, credit risk, etc.). Also includes securities valued atamortized cost.Level 3—significant unobservable inputs (including the Fund’s own assumptions indetermining the fair value of investments).

The inputs or methodology used for valuing securities are not an indication of the riskassociated with investing in those securities.

As of July 31, 2017, all investments of the Fund utilized Level 2 inputs in valuing the Fund’sassets carried at fair value.

The following acronyms are used throughout this portfolio:

FHLB—Federal Home Loan BankGTD —GuaranteedIDA —Industrial Development AuthorityLIQ —Liquidity AgreementLLC —Limited Liability CorporationLOC —Letter of Credit

See Notes which are an integral part of the Financial Statements


Financial Highlights – Institutional Shares(For a Share Outstanding Throughout Each Period)

Year Ended July 31 2017 2016 2015 20141,2 20131

Net Asset Value, Beginning of Period $1.0000 $1.00 $1.00 $1.00 $1.00Income From Investment Operations:Net investment income 0.0067 0.003 0.001 0.001 0.001Net realized and unrealized gain on investments 0.0001 0.0003 0.0003 0.0003 0.0003

TOTAL FROM INVESTMENT OPERATIONS 0.0068 0.003 0.001 0.001 0.001

Less Distributions:Distributions from net investment income (0.0067) (0.003) (0.001) (0.001) (0.001)Distributions from net realized gainon investments (0.0000)4 (0.000)3 (0.000)3 (0.000)3 (0.000)3

TOTAL DISTRIBUTIONS (0.0067) (0.003) (0.001) (0.001) (0.001)

Net Asset Value, End of Period $1.0001 $1.00 $1.00 $1.00 $1.00Total Return5 0.68% 0.33% 0.11% 0.05% 0.13%

Ratios to Average Net Assets:Net expenses 0.15% 0.16% 0.15% 0.20%6 0.20%Net investment income 0.43% 0.36% 0.11% 0.05% 0.14%Expense waiver/reimbursement7 0.18% 0.14% 0.14% 0.11% 0.10%Supplemental Data:Net assets, end of period (000 omitted) $59,661 $7,243,840 $4,055,957 $461,278 $695,138

1 Federated Prime Management Obligations Fund (the “Predecessor Fund”) was reorganized intoFederated Institutional Money Market Management (the “Fund”) as of the close of business onJuly 18, 2014. The Fund is the successor to the Predecessor Fund. The performance information andfinancial information presented incorporates the operations of the Predecessor Fund, which, as a resultof the reorganization, are the Fund’s operations.

2 Beginning with the year ended July 31, 2014, the Fund was audited by Ernst & Young LLP. The previousyear was audited by another independent registered public accounting firm.

3 Represents less than $0.001.4 Represents less than $0.0001.5 Based on net asset value.6 Ratio may be higher than the Fund’s current Fee Limit. Net expenses for the period include those of the

Predecessor Fund prior to July 18, 2014.7 This expense decrease is reflected in both the net expense and the net investment income ratios

shown above.



Financial Highlights – Service Shares(For a Share Outstanding Throughout Each Period)

Year Ended July 31 2017 2016 2015 20141,2 20131

Net Asset Value, Beginning of Period $1.0000 $1.00 $1.00 $1.00 $1.00Income From Investment Operations:Net investment income 0.0043 0.001 0.0003 0.0003 0.0003

Net realized and unrealized gain on investments 0.00004 0.0003 0.0003 0.0003 0.0003


Less Distributions:Distributions from net investment income (0.0042) (0.001) (0.000)3 (0.000)3 (0.000)3

Distributions from net realized gain on investments (0.0000)4 (0.000)3 (0.000)3 (0.000)3 (0.000)3

TOTAL DISTRIBUTIONS (0.0042) (0.001) (0.000)3 (0.000)3 (0.000)3


Ratios to Average Net Assets:Net expenses 0.40% 0.37% 0.25% 0.25%6 0.33%Net investment income 0.18% 0.11% 0.01% 0.01% 0.01%Expense waiver/reimbursement7 0.16% 0.17% 0.30% 0.31% 0.23%Supplemental Data:Net assets, end of period (000 omitted) $1,017 $156,150 $143,823 $359,164 $863,455

1 The Predecessor Fund was reorganized into the Fund as of the close of business on July 18, 2014. TheFund is the successor to the Predecessor Fund. The performance information and financial informationpresented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization,are the Fund’s operations.




shown above.



Financial Highlights – Capital Shares(For a Share Outstanding Throughout Each Period)

Year Ended July 31 2017 2016 2015 20141,2 20131

Net Asset Value, Beginning of Period $1.0000 $1.00 $1.00 $1.00 $1.00Income From Investment Operations:Net investment income 0.0058 0.002 0.0003 0.0003 0.0003

Net realized and unrealized gain on investments 0.00004 0.0003 0.0003 0.0003 0.0003


Less Distributions:Distributions from net investment income (0.0057) (0.002) (0.000)3 (0.000)3 (0.000)3

Distributions from net realized gain on investments (0.0000)4 (0.000)3 (0.000)3 (0.000)3 (0.000)3

TOTAL DISTRIBUTIONS (0.0057) (0.002) (0.000)3 (0.000)3 (0.000)3


Ratios to Average Net Assets:Net expenses 0.25% 0.26% 0.25% 0.25%6 0.29%Net investment income 0.28% 0.18% 0.02% 0.01% 0.04%Expense waiver/reimbursement7 0.21% 0.14% 0.15% 0.51% 0.11%Supplemental Data:Net assets, end of period (000 omitted) $172 $8,350 $105,175 $34,502 $348,153

1 The Predecessor Fund was reorganized into the Fund as of the close of business on July 18, 2014. TheFund is the successor to the Predecessor Fund. The performance information and financial informationpresented incorporates the operations of the Predecessor Fund, which, as a result of the reorganization,are the Fund’s operations.




shown above.



Financial Highlights – Eagle Shares(For a Share Outstanding Throughout Each Period)

Year Ended July 31 2017 2016 2015 20141

Net Asset Value, Beginning of Period $1.0000 $1.00 $1.00 $1.00Income From Investment Operations:Net investment income 0.0044 0.001 0.0002 —Net realized and unrealized gain on investments 0.0001 0.0002 0.0002 —

TOTAL FROM INVESTMENT OPERATIONS 0.0045 0.001 0.0002 —

Less Distributions:Distributions from net investment income (0.0044) (0.001) (0.000)2 —Distributions from net realized gain on investments (0.0000)3 (0.000)2 (0.000)2 —

TOTAL DISTRIBUTIONS (0.0044) (0.001) (0.000)2 —

Net Asset Value, End of Period $1.0001 $1.00 $1.00 $1.00Total Return4 0.46% 0.12% 0.01% 0.00%

Ratios to Average Net Assets:Net expenses 0.38% 0.37% 0.25% 0.23%5

Net investment income 0.43% 0.11% 0.01% 0.00%5

Expense waiver/reimbursement6 0.34% 0.17% 0.30% 0.51%5

Supplemental Data:Net assets, end of period (000 omitted) $7,418 $12,520 $15,889 $17,071

1 Reflects operations for the period from July 21, 2014 (deemed the date of initial investment pursuant toa reorganization that took place on July 18, 2014) to July 31, 2014.

2 Represents less than $0.001.3 Represents less than $0.0001.4 Based on net asset value.5 Computed on an annualized basis.6 This expense decrease is reflected in both the net expense and the net investment income ratios

shown above.



Assets:

Investment in repurchase agreements and other repurchase agreements $10,200,000

Investment in securities 57,910,890

Total investment in securities, at value (identified cost $68,093,403) $68,110,890

Cash 266,990

Income receivable 33,187

Receivable for shares sold 500

TOTAL ASSETS 68,411,567

Liabilities:

Income distribution payable 10,002

Payable to adviser (Note 5) 699

Payable for administrative fees (Note 5) 147

Payable for transfer agent fee 40,515

Payable for auditing fees 20,600

Payable for portfolio accounting fees 31,860

Payable for other service fees (Notes 2 and 5) 8,856

Payable for share registration costs 23,121

Accrued expenses (Note 5) 6,489

TOTAL LIABILITIES 142,289

Net assets for 68,262,149 shares outstanding $68,269,278

Net Assets Consist of:

Paid-in capital $68,223,542

Net unrealized appreciation of investments 17,487

Accumulated net realized gain on investments 28,220

Undistributed net investment income 29

TOTAL NET ASSETS $68,269,278

Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

$59,661,462 ÷ 59,655,232 shares outstanding, no par value, unlimitedshares authorized $1.0001

Service Shares:


Capital Shares:

$172,074 ÷ 172,058 shares outstanding, no par value, unlimitedshares authorized $1.0001

Eagle Shares:



Statement of Assets and LiabilitiesJuly 31, 2017


Investment Income:

Interest $6,862,330

Expenses:

Investment adviser fee (Note 5) $ 2,341,933

Administrative fee (Note 5) 916,166

Custodian fees 82,184

Transfer agent fee 161,139

Directors’/Trustees’ fees (Note 5) 25,493

Auditing fees 20,600

Legal fees 10,549

Portfolio accounting fees 164,060

Other service fees (Notes 2 and 5) 49,558

Share registration costs 86,569

Printing and postage 27,427

Miscellaneous (Note 5) 90,275

TOTAL EXPENSES 3,975,953

Waivers and Reimbursement:

Waiver of investment adviser fee (Note 5) $(2,112,568)

Waiver/reimbursement of other operating expenses(Notes 2 and 5) (131)

TOTAL WAIVERS AND REIMBURSEMENT (2,112,699)

Net expenses 1,863,254

Net investment income 4,999,076

Realized and Unrealized Gain on Investments:

Net realized gain on investments 37,487

Net change in unrealized appreciation/depreciationof investments 17,487

Change in net assets resulting from operations $5,054,050


Statement of OperationsYear Ended July 31, 2017


Year Ended July 31 2017 2016

Increase (Decrease) in Net Assets

Operations:

Net investment income $ 4,999,076 $ 22,994,289

Net realized gain on investments 37,487 10,379

Net change in unrealized appreciation/depreciation of investments 17,487 —

CHANGE IN NET ASSETS RESULTING FROM OPERATIONS 5,054,050 23,004,668

Distributions to Shareholders:

Distributions from net investment income

Institutional Shares (4,943,539) (22,681,342)

Service Shares (19,778) (169,692)

Capital Shares (9,467) (123,506)

Eagle Shares (34,224) (17,392)

Distributions from net realized gain on investments

Institutional Shares (12,045) (33,161)

Service Shares (79) (1,382)

Capital Shares (108) (795)

Eagle Shares (109) (124)

CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONSTO SHAREHOLDERS (5,019,349) (23,027,394)

Share Transactions:

Proceeds from sale of shares 5,177,209,825 44,269,161,862

Net asset value of shares issued to shareholders in payment ofdistributions declared 3,022,147 10,255,008

Cost of shares redeemed (12,532,856,834) (41,179,379,193)

CHANGE IN NET ASSETS RESULTING FROMSHARE TRANSACTIONS (7,352,624,862) 3,100,037,677

Change in net assets (7,352,590,161) 3,100,014,951

Net Assets:

Beginning of period 7,420,859,439 4,320,844,488

End of period (including undistributed net investment income of$29 and $7,961, respectively) $ 68,269,278 $ 7,420,859,439


Statement of Changes in Net Assets


Notes to Financial StatementsJuly 31, 2017

1. ORGANIZATIONMoney Market Obligations Trust (the “Trust”) is registered under the Investment Company Actof 1940, as amended (the “Act”), as an open-end management investment company. The Trustconsists of 30 portfolios. The financial statements included herein are only those of FederatedInstitutional Money Market Management (the “Fund”), a diversified portfolio. The financialstatements of the other portfolios are presented separately. The assets of each portfolio aresegregated and a shareholder’s interest is limited to the portfolio in which shares are held.Each portfolio pays its own expenses. The Fund offers four classes of shares: InstitutionalShares, Service Shares, Capital Shares and Eagle Shares. All shares of the Fund have equalrights with respect to voting, except on class-specific matters. The investment objective of theFund is to provide current income consistent with stability of principal.

The Fund operates as an institutional money market fund. As an institutional money marketfund, the Fund: (1) will not be limited to institutional investors, but will continue to be availableto retail investors; (2) will utilize current market-based prices (except as otherwise generallypermitted to value individual portfolio securities with remaining maturities of 60 days or less atamortized cost in accordance with Securities and Exchange Commission (SEC) rules andguidance) to value its portfolio securities and transact at a floating net asset value (NAV) thatuses four decimal-place precision ($1.0000); and (3) has adopted policies and procedures toimpose liquidity fees on redemptions and/or temporary redemption gates in the event that theFund’s weekly liquid assets were to fall below a designated threshold, if the Fund’s Trusteesdetermine such liquidity fees or redemption gates are in the best interest of the Fund.

Effective March 31, 2016, the Fund’s name was changed from Federated Money MarketManagement to Federated Institutional Money Market Management.

2. SIGNIFICANT ACCOUNTING POLICIESThe following is a summary of significant accounting policies consistently followed by theFund in the preparation of its financial statements. These policies are in conformity withU.S. generally accepted accounting principles (GAAP).

Investment ValuationIn calculating its NAV, the Fund generally values investments as follows:� Fixed-income securities with remaining maturities greater than 60 days are fair valued

using price evaluations provided by a pricing service approved by the Trustees.� Fixed-income securities with remaining maturities of 60 days or less are valued at their cost

(adjusted for the accretion of any discount or amortization of any premium), unless theissuer’s creditworthiness is impaired or other factors indicate that amortized cost is not anaccurate estimate of the investment’s fair value, in which case it would be valued in thesame manner as a longer-term security. The Fund may only use this method to value aportfolio security when it can reasonably conclude, at each time it makes a valuationdetermination, that the amortized cost price of the portfolio security is approximately thesame as the fair value of the security as determined without the use of amortizedcost valuation.

� Shares of other mutual funds or non-exchange-traded investment companies are valuedbased upon their reported NAVs.


� For securities that are fair valued in accordance with procedures established by and underthe general supervision of the Trustees, certain factors may be considered such as: the lasttraded or purchase price of the security, information obtained by contacting the issuer ordealers, analysis of the issuer’s financial statements or other available documents,fundamental analytical data, the nature and duration of restrictions on disposition, themovement of the market in which the security is normally traded, public trading in similarsecurities or derivative contracts of the issuer or comparable issuers, movement of arelevant index, or other factors including but not limited to industry changes and relevantgovernment actions.

If any price, quotation, price evaluation or other pricing source is not readily available whenthe NAV is calculated, if the Fund cannot obtain price evaluations from a pricing service orfrom more than one dealer for an investment within a reasonable period of time as set forth inthe Fund’s valuation policies and procedures, or if information furnished by a pricing service,in the opinion of the valuation committee (“Valuation Committee”), is deemed notrepresentative of the fair value of such security, the Fund uses the fair value of the investmentdetermined in accordance with the procedures described below. There can be no assurancethat the Fund could obtain the fair value assigned to an investment if it sold the investment atapproximately the time at which the Fund determines its NAV per share.

Fair Valuation ProceduresThe Trustees have ultimate responsibility for determining the fair value of investments forwhich market quotations are not readily available. The Trustees have appointed a ValuationCommittee comprised of officers of the Fund, Federated Investment Management Company(“Adviser”) and certain of the Adviser’s affiliated companies to assist in determining fair valueand in overseeing the calculation of the NAV. The Trustees have also authorized the use ofpricing services recommended by the Valuation Committee to provide fair value evaluations ofthe current value of certain investments for purposes of calculating the NAV. The ValuationCommittee employs various methods for reviewing third-party pricing-service evaluationsincluding periodic reviews of third-party pricing services’ policies, procedures and valuationmethods (including key inputs, methods, models and assumptions), transactional back-testing,comparisons of evaluations of different pricing services, and review of price challenges by theAdviser based on recent market activity. In the event that market quotations and priceevaluations are not available for an investment, the Valuation Committee determines the fairvalue of the investment in accordance with procedures adopted by the Trustees. The Trusteesperiodically review and approve the fair valuations made by the Valuation Committee and anychanges made to the procedures.

Factors considered by pricing services in evaluating an investment include the yields orprices of investments of comparable quality, coupon, maturity, call rights and other potentialprepayments, terms and type, reported transactions, indications as to values from dealers andgeneral market conditions. Some pricing services provide a single price evaluation reflectingthe bid-side of the market for an investment (a “bid” evaluation). Other pricing services offerboth bid evaluations and price evaluations indicative of a price between the prices bid andasked for the investment (a “mid” evaluation). The Fund normally uses bid evaluations for anyU.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. TheFund normally uses mid evaluations for any other types of fixed-income securities and anyOTC derivative contracts. In the event that market quotations and price evaluations are notavailable for an investment, the fair value of the investment is determined in accordance withprocedures adopted by the Trustees.


Repurchase AgreementsThe Fund may invest in repurchase agreements for short-term liquidity purposes. It is thepolicy of the Fund to require the other party to a repurchase agreement to transfer to theFund’s custodian or sub-custodian eligible securities or cash with a market value (aftertransaction costs) at least equal to the repurchase price to be paid under the repurchaseagreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as thoseterms are defined in the Uniform Commercial Code. The Fund has established procedures formonitoring the market value of the transferred securities and requiring the transfer ofadditional eligible securities if necessary to equal at least the repurchase price. Theseprocedures also allow the other party to require securities to be transferred from the accountto the extent that their market value exceeds the repurchase price or in exchange for othereligible securities of equivalent market value.

The insolvency of the other party or other failure to repurchase the securities may delay thedisposition of the underlying securities or cause the Fund to receive less than the fullrepurchase price. Under the terms of the repurchase agreement, any amounts received by theFund in excess of the repurchase price and related transaction costs must be remitted to theother party.

The Fund may enter into repurchase agreements in which eligible securities are transferredinto joint trading accounts maintained by the custodian or sub-custodian for investmentcompanies and other clients advised by the Adviser and its affiliates. The Fund will participateon a pro rata basis with the other investment companies and clients in its share of thesecurities transferred under such repurchase agreements and in its share of proceeds fromany repurchase or other disposition of such securities.

Repurchase agreements are subject to Master Netting Agreements which are agreementsbetween the Fund and its counterparties that provide for the net settlement of all transactionsand collateral with the Fund, through a single payment, in the event of default or termination.Amounts presented on the Portfolio of Investments and Statement of Assets and Liabilities arenot net settlement amounts but gross. As indicated above, the cash or securities to berepurchased, as shown on the Portfolio of Investments, exceeds the repurchase price to bepaid under the agreement reducing the net settlement amount to zero.

Investment Income, Gains and Losses, Expenses and DistributionsInvestment transactions are accounted for on a trade-date basis. Realized gains and lossesfrom investment transactions are recorded on an identified-cost basis. Interest income andexpenses are accrued daily. Distributions to shareholders are recorded on the ex-dividenddate. Distributions of net investment income, if any, are declared daily and paid monthly.Amortization/accretion of premium and discount is included in investment income.Investment income, realized and unrealized gains and losses, and certain fund-level expensesare allocated to each class based on relative average daily net assets, except thatInstitutional Shares, Service Shares, Capital Shares and Eagle Shares may bear other servicefees unique to those classes. The detail of the total fund expense waivers and reimbursementof $2,112,699 is disclosed in this Note 2 and Note 5.

Dividends are declared separately for each class. No class has preferential dividend rights;differences in per share dividend rates are generally due to differences in separateclass expenses.


Other Service FeesThe Fund may pay other service fees up to 0.25% of the average daily net assets of the Fund’sInstitutional Shares, Service Shares, Capital Shares and Eagle Shares to unaffiliated financialintermediaries or to Federated Shareholder Services Company (FSSC) for providing services toshareholders and maintaining shareholder accounts. Subject to the terms described in theExpense Limitation note, FSSC may voluntarily reimburse the Fund for other service fees. Inaddition, unaffiliated third-party financial intermediaries may waive other service fees. Thiswaiver can be modified or terminated at any time. For the year ended July 31, 2017, otherservice fees for the Fund were as follows:

Other ServiceFees Incurred

Other ServiceFees Reimbursed

Other ServiceFees Waived

by UnaffiliatedThird Parties

Service Shares $27,643 $ (13) $ —

Capital Shares 3,377 — —

Eagle Shares 18,538 (92) (26)

TOTAL $49,558 $(105) $(26)

For the year ended July 31, 2017, the Fund’s Institutional Shares did not incur otherservice fees.

Federal TaxesIt is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Codeand to distribute to shareholders each year substantially all of its income. Accordingly, noprovision for federal income tax is necessary. As of and during the year ended July 31, 2017,the Fund did not have a liability for any uncertain tax positions. The Fund recognizes interestand penalties, if any, related to tax liabilities as income tax expense in the Statement ofOperations. As of July 31, 2017, tax years 2014 through 2017 remain subject to examination bythe Fund’s major tax jurisdictions, which include the United States of America and theCommonwealth of Massachusetts.

When-Issued and Delayed-Delivery TransactionsThe Fund may engage in when-issued or delayed-delivery transactions. The Fund recordswhen-issued securities on the trade date and maintains security positions such that sufficientliquid assets will be available to make payment for the securities purchased. Securitiespurchased on a when-issued or delayed-delivery basis are marked to market daily and beginearning interest on the settlement date. Losses may occur on these transactions due tochanges in market conditions or the failure of counterparties to perform under the contract.

Restricted SecuritiesThe Fund may purchase securities which are considered restricted. Restricted securities aresecurities that either: (a) cannot be offered for public sale without first being registered, orbeing able to take advantage of an exemption from registration, under the Securities Act of1933; or (b) are subject to contractual restrictions on public sales. In some cases, when asecurity cannot be offered for public sale without first being registered, the issuer of therestricted security has agreed to register such securities for resale, at the issuer’s expense,either upon demand by the Fund or in connection with another registered offering of thesecurities. Many such restricted securities may be resold in the secondary market in


transactions exempt from registration. Restricted securities may be determined to be liquidunder criteria established by the Trustees. The Fund will not incur any registration costs uponsuch resales. The Fund’s restricted securities, like other securities, are priced in accordancewith procedures established by and under the general supervision of the Trustees.

OtherThe preparation of financial statements in conformity with GAAP requires management tomake estimates and assumptions that affect the amounts of assets, liabilities, expenses andrevenues reported in the financial statements. Actual results could differ from those estimated.The Fund applies investment company accounting and reporting guidance.

3. SHARES OF BENEFICIAL INTERESTThe following tables summarize share activity:


Institutional Shares: Shares Amount Shares Amount

Shares sold 5,154,737,315 $ 5,154,782,316 43,827,637,924 $ 43,827,637,924

Shares issued to shareholders inpayment of distributions declared 2,980,797 2,980,861 10,216,139 10,216,139

Shares redeemed (12,341,892,006) (12,341,975,611) (40,649,950,167) (40,649,950,167)

NET CHANGE RESULTINGFROM INSTITUTIONALSHARE TRANSACTIONS (7,184,173,894) $ (7,184,212,434) 3,187,903,896 $ 3,187,903,896


Service Shares: Shares Amount Shares Amount

Shares sold 19,847,107 $ 19,847,710 415,875,046 $ 415,875,046

Shares issued to shareholders inpayment of distributions declared 194 193 5,315 5,315

Shares redeemed (174,979,504) (174,980,118) (403,553,114) (403,553,114)

NET CHANGE RESULTINGFROM SERVICESHARE TRANSACTIONS (155,132,203) $(155,132,215) 12,327,247 $ 12,327,247


Capital Shares: Shares Amount Shares Amount

Shares sold 808,351 $ 808,351 15,772,765 $ 15,772,765

Shares issued to shareholders inpayment of distributions declared 7,789 7,788 16,412 16,412

Shares redeemed (8,994,321) (8,994,321) (112,613,482) (112,613,482)

NET CHANGE RESULTINGFROM CAPITALSHARE TRANSACTIONS (8,178,181) $(8,178,182) (96,824,305) $ (96,824,305)



Eagle Shares: Shares Amount Shares Amount

Shares sold 1,771,440 $ 1,771,448 9,876,127 $ 9,876,127

Shares issued to shareholders inpayment of distributions declared 33,301 33,305 17,142 17,142

Shares redeemed (6,906,719) (6,906,784) (13,262,430) (13,262,430)

NET CHANGE RESULTINGFROM EAGLESHARE TRANSACTIONS (5,101,978) $ (5,102,031) (3,369,161) $ (3,369,161)

NET CHANGE RESULTINGFROM TOTAL FUNDSHARE TRANSACTIONS (7,352,586,256) $(7,352,624,862) 3,100,037,677 $3,100,037,677

4. FEDERAL TAX INFORMATIONThe tax character of distributions as reported on the Statement of Changes in Net Assets forthe years ended July 31, 2017 and 2016, was as follows:

2017 2016

Ordinary income1 $5,019,349 $23,027,394

1 For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

As of July 31, 2017, the components of distributable earnings on a tax-basis were as follows:

Undistributed ordinary income2 $28,249

Net unrealized appreciation $17,487

2 For tax purposes, short-term capital gains are considered ordinary income in determiningdistributable earnings.

At July 31, 2017, the cost of investments for federal tax purposes was $68,093,403. The netunrealized appreciation of investments for federal tax purposes was $17,487. This consists ofnet unrealized appreciation from investments for those securities having an excess of valueover cost of $17,593 and net unrealized depreciation from investments for those securitieshaving an excess of cost over value of $106.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONSWITH AFFILIATES

Investment Adviser FeeThe advisory agreement between the Fund and the Adviser provides for an annual fee equal to0.20% of the Fund’s average daily net assets. Subject to the terms described in the ExpenseLimitation note, the Adviser may voluntarily choose to waive any portion of its fee. For the yearended July 31, 2017, the Adviser voluntarily waived $2,112,568 of its fee.


Administrative FeeFederated Administrative Services (FAS), under the Administrative Services Agreement,provides the Fund with administrative personnel and services. For purposes of determining theappropriate rate breakpoint, “Investment Complex” is defined as all of the Federated Fundssubject to a fee under the Administrative Services Agreement. The fee paid to FAS is based onthe average daily net assets of the Investment Complex as specified below, plus certainout-of-pocket expenses:

Administrative FeeAverage Daily Net Assetsof the Investment Complex

0.150% on the first $5 billion

0.125% on the next $5 billion

0.100% on the next $10 billion

0.075% on assets in excess of $20 billion

Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose towaive any portion of its fee. For the year ended July 31, 2017, the annualized fee paid to FASwas 0.078% of average daily net assets of the Fund.

Other Service FeesFor the year ended July 31, 2017, FSSC received $17,549 and reimbursed $105 of the otherservice fees disclosed in Note 2.

Expense LimitationDue to the possibility of changes in market conditions and other factors, there can be noassurance that the level of waivers/reimbursement/reduction of Fund expenses reflected in thefinancial highlights will be maintained in the future. However, the Adviser and certain of itsaffiliates (which may include FAS and FSSC) on their own initiative have agreed to waivecertain amounts of their respective fees and/or reimburse expenses. Total annual fundoperating expenses (as shown in the financial highlights, excluding interest expense,extraordinary expenses and proxy-related expenses paid by the Fund, if any) paid by theFund’s Institutional Shares, Service Shares, Capital Shares and Eagle Shares (after thevoluntary waivers and/or reimbursements) will not exceed 0.15%, 0.40%, 0.25% and 0.40%(the “Fee Limit”), respectively, up to but not including the later of (the “Termination Date”):(a) October 1, 2018; or (b) the date of the Fund’s next effective Prospectus. While the Adviserand its applicable affiliates currently do not anticipate terminating or increasing thesearrangements prior to the Termination Date, these arrangements may only be terminated orthe Fee Limit increased prior to the Termination Date with the agreement of the Trustees.

Interfund TransactionsDuring the year ended July 31, 2017, the Fund engaged in purchase and sale transactions withfunds that have a common investment adviser (or affiliated investment advisers), commonDirectors/Trustees and/or common Officers. These purchase and sale transactions compliedwith Rule 17a-7 under the Act and amounted to $8,000,000 and $184,215,000, respectively.


GeneralCertain Officers and Trustees of the Fund are Officers and Directors or Trustees of certain ofthe above companies. To efficiently facilitate payment, Directors’/Trustees’ fees and certainexpenses related to conducting meetings of the Directors/Trustees and other miscellaneousexpenses are paid by an affiliate of the Adviser which in due course are reimbursed by theFund. These expenses related to conducting meetings of the Directors/Trustees and othermiscellaneous expenses may be included in Accrued and Miscellaneous Expenses on theStatement of Assets and Liabilities and Statement of Operations, respectively.

6. CONCENTRATION OF RISKA substantial part of the Fund’s portfolio may be comprised of obligations of banks. As aresult, the Fund may be more susceptible to any economic, business, political or otherdevelopments which generally affect these entities.

7. LINE OF CREDITThe Fund participates with certain other Federated Funds, on a several basis, in an up to$500,000,000 unsecured, 364-day, committed, revolving line of credit (LOC) agreement. TheLOC was made available to finance temporarily the repurchase or redemption of shares of theFund, failed trades, payment of dividends, settlement of trades and for other short-term,temporary or emergency general business purposes. The Fund cannot borrow under the LOCif an inter-fund loan is outstanding. The Fund’s ability to borrow under the LOC also is subjectto the limitations of the Act and various conditions precedent that must be satisfied before theFund can borrow. Loans under the LOC are charged interest at a fluctuating rate per annumequal to the highest, on any day, of (a) (i) the federal funds effective rate, (ii) the one monthLondon Interbank Offered Rate (LIBOR), and (iii) 0.0%, plus (b) a margin. The LOC alsorequires the Fund to pay, quarterly in arrears and at maturity, its pro rata share of acommitment fee based on the amount of the lenders’ commitment that has not been utilized.As of July 31, 2017, the Fund had no outstanding loans. During the year ended July 31, 2017,the Fund did not utilize the LOC.

8. INTERFUND LENDINGPursuant to an Exemptive Order issued by the SEC, the Fund, along with other funds advisedby subsidiaries of Federated Investors, Inc., may participate in an interfund lending program.This program provides an alternative credit facility allowing the Fund to borrow from otherparticipating affiliated funds. As of July 31, 2017, there were no outstanding loans. During theyear ended July 31, 2017, the program was not utilized.


9. REGULATORY UPDATESOn October 13, 2016, the SEC amended existing rules intended to modernize reporting anddisclosure of information. These amendments relate to Regulation S-X which sets forth theform and content of financial statements. At this time, management does not believe theseamendments will have a material impact on the financial statements and accompanying notes.

10. SUBSEQUENT EVENTEffective September 1, 2017, the breakpoints of Administrative Fees paid to FAS describedabove will change to:

Administrative ServicesFee Rate

Average Daily Net Assetsof the Investment Complex

0.100 of 1% on assets up to $50 billion

0.075 of 1% on assets over $50 billion

11. FEDERAL TAX INFORMATION (UNAUDITED)For the fiscal year ended July 31, 2017, 94.1% of dividends paid by the Fund are interestrelated dividends, as provided by the American Jobs Creation Act of 2004.


Report of Independent Registered PublicAccounting FirmTO THE BOARD OF TRUSTEES OF MONEY MARKET OBLIGATIONS TRUSTAND SHAREHOLDERS OF FEDERATED INSTITUTIONAL MONEYMARKET MANAGEMENT:We have audited the accompanying statement of assets and liabilities ofFederated Institutional Money Market Management (the “Fund”) (one of theportfolios constituting Money Market Obligations Trust), including theportfolio of investments, as of July 31, 2017, and the related statement ofoperations for the year then ended, the statement of changes in net assets foreach of the two years in the period then ended, and the financial highlights forthe years ended July 31, 2017, July 31, 2016, July 31, 2015 and the year orperiod ended July 31, 2014. These financial statements and financial highlightsare the responsibility of the Fund’s management. Our responsibility is to expressan opinion on these financial statements and financial highlights based on ouraudits. The financial highlights for the year ended July 31, 2013 was audited byanother independent registered public accounting firm whose report, datedSeptember 23, 2013, expressed an unqualified opinion on thosefinancial highlights.We conducted our audits in accordance with standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whether thefinancial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund’s internal control overfinancial reporting. Our audits included consideration of internal control overfinancial reporting as a basis for designing audit procedures that are appropriatein the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Fund’s internal control over financial reporting. Accordingly,we express no such opinion. An audit also includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements andfinancial highlights, assessing the accounting principles used and significantestimates made by management, and evaluating the overall financial statementpresentation. Our procedures included confirmation of securities owned as ofJuly 31, 2017, by correspondence with the custodian and others. We believe thatour audits provide a reasonable basis for our opinion.In our opinion, the financial statements and financial highlights referred toabove present fairly, in all material respects, the financial position of FederatedInstitutional Money Market Management, a portfolio of Money MarketObligations Trust, at July 31, 2017, the results of its operations for the year thenended, the changes in its net assets for each of the two years in the period thenended, and the financial highlights for the years ended July 31, 2017,July 31, 2016 and July 31, 2015 and the year or period ended July 31, 2014, inconformity with U.S. generally accepted account/ting principles.

Boston, MassachusettsSeptember 25, 2017


Shareholder Expense Example (unaudited)As a shareholder of the Fund, you incur ongoing costs, including managementfees and to the extent applicable, distribution (12b-1) fees and/or other servicefees and other Fund expenses. This Example is intended to help you tounderstand your ongoing costs (in dollars) of investing in the Fund and tocompare these costs with the ongoing costs of investing in other mutual funds. Itis based on an investment of $1,000 invested at the beginning of the period andheld for the entire period from February 1, 2017 to July 31, 2017.

ACTUAL EXPENSES

The first section of the table below provides information about actual accountvalues and actual expenses. You may use the information in this section, togetherwith the amount you invested, to estimate the expenses that you incurred overthe period. Simply divide your account value by $1,000 (for example, an $8,600account value divided by $1,000 = 8.6), then multiply the result by the numberin the first section under the heading entitled “Expenses Paid During Period”to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypotheticalaccount values and hypothetical expenses based on the Fund’s actual expenseratio and an assumed rate of return of 5% per year before expenses, which is notthe Fund’s actual return. Thus, you should not use the hypothetical accountvalues and expenses to estimate the actual ending account balance or yourexpenses for the period. Rather, these figures are required to be provided toenable you to compare the ongoing costs of investing in the Fund with otherfunds. To do so, compare this 5% hypothetical example with the 5%hypothetical examples that appear in the shareholder reports of the other funds.


Please note that the expenses shown in the table are meant to highlight yourongoing costs only. Therefore, the second section of the table is useful incomparing ongoing costs only, and will not help you determine the relative totalcosts of owning different funds.

BeginningAccount Value

2/1/2017

EndingAccount Value

7/31/2017Expenses PaidDuring Period1

Actual:

Institutional Shares $1,000 $1,004.80 $0.75

Service Shares $1,000 $1,003.60 $2.04

Capital Shares $1,000 $1,004.30 $1.24

Eagle Shares $1,000 $1,003.80 $1.79

Hypothetical (assuming a 5% returnbefore expenses):

Institutional Shares $1,000 $1,024.10 $0.75

Service Shares $1,000 $1,022.80 $2.06

Capital Shares $1,000 $1,023.60 $1.25

Eagle Shares $1,000 $1,023.00 $1.81

1 Expenses are equal to the Fund’s annualized net expense ratios, multiplied by the average account valueover the period, multiplied by 181/365 (to reflect the one-half-year period). The annualized net expenseratios are as follows:

Institutional Shares 0.15%

Service Shares 0.40%

Capital Shares 0.25%

Eagle Shares 0.38%


Board of Trustees and Trust OfficersThe Board of Trustees is responsible for managing the Trust’s business affairsand for exercising all the Trust’s powers except those reserved for theshareholders. The following tables give information about each Trustee and thesenior officers of the Fund. Where required, the tables separately list Trusteeswho are “interested persons” of the Fund (i.e., “Interested” Trustees) and thosewho are not (i.e., “Independent” Trustees). Unless otherwise noted, the addressof each person listed is Federated Investors Tower, 1001 Liberty Avenue,Pittsburgh, PA 15222. The address of all Independent Trustees listed is4000 Ericsson Drive, Warrendale, PA 15086-7561; Attention: Mutual FundBoard. As of December 31, 2016, the Trust comprised 30 portfolio(s), and theFederated Fund Family consisted of 40 investment companies (comprising124 portfolios). Unless otherwise noted, each Officer is elected annually. Unlessotherwise noted, each Trustee oversees all portfolios in the Federated FundFamily and serves for an indefinite term. The Fund’s Statement of AdditionalInformation includes additional information about Trust Trustees and isavailable, without charge and upon request, by calling 1-800-341-7400.

IN MEMORIAM – JOHN F. DONAHUE

(Former Chairman and President, and Emeritus Director/Trustee, of the FederatedFunds, and Founder, Former Chairman, President and Chief Executive Officer, andChairman Emeritus, of Federated Investors, Inc.)

With profound sadness, Federated announces the passing of John F.(“Jack”) Donahue, who founded, along with Richard B. Fisher, Federated in1955 and served as a leader and member of the Boards of Directors/Trustees ofthe Federated Funds and the Board of Directors of Federated Investors, Inc.Mr. Donahue was a family man of deep faith with exemplary character andfealty, who served his religion, family, community, and the Federated Funds andFederated, as well as their shareholders, officers and employees, with distinction.His integrity, intelligence, and keen sense of fiduciary duty, coupled with hisfaith, family and background as a West Point graduate and Strategic AirCommand B-29 pilot, served as a foundation for his strong business acumen andleadership. Among his many achievements, Mr. Donahue’s steadfast andinnovative leadership of the Federated Funds and Federated, as well as withinthe investment management industry, led to the birth of money market funds inthe 1970s and their growth as an innovative, efficient and effective cashmanagement vehicle throughout the 1980s, 1990s, 2000s and beyond. Federatedexpresses deep gratitude to Mr. Donahue for his inspiring leadership,distinguished service and contributions as a husband, father, founder, Boardmember and officer, colleague and friend. He will be greatly missed.


INTERESTED TRUSTEES BACKGROUND

NameBirth DatePositions Held with TrustDate Service Began

Principal Occupation(s) for Past Five Years,Other Directorships Held and Previous Position(s)

J. Christopher Donahue*Birth Date: April 11, 1949PRESIDENT AND TRUSTEEIndefinite TermBegan serving: April 1989

Principal Occupations: Principal Executive Officer and President ofcertain of the Funds in the Federated Fund Family; Director or Trustee ofthe Funds in the Federated Fund Family; President, Chief Executive Officerand Director, Federated Investors, Inc.; Chairman and Trustee, FederatedInvestment Management Company; Trustee, Federated InvestmentCounseling; Chairman and Director, Federated Global InvestmentManagement Corp.; Chairman and Trustee, Federated Equity ManagementCompany of Pennsylvania; Trustee, Federated Shareholder ServicesCompany; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling;President and Chief Executive Officer, Federated Investment ManagementCompany, Federated Global Investment Management Corp. and PassportResearch, Ltd; Chairman, Passport Research, Ltd.

Thomas R. Donahue*Birth Date: October 20, 1958TRUSTEEIndefinite TermBegan serving: May 2016

Principal Occupations: Director or Trustee of certain of the funds in theFederated Fund Family; Chief Financial Officer, Treasurer, Vice Presidentand Assistant Secretary, Federated Investors, Inc.; Chairman and Trustee,Federated Administrative Services; Chairman and Director, FederatedAdministrative Services, Inc.; Trustee and Treasurer, Federated AdvisoryServices Company; Director or Trustee and Treasurer, Federated EquityManagement Company of Pennsylvania, Federated Global InvestmentManagement Corp., Federated Investment Counseling, and FederatedInvestment Management Company; Director, MDTA LLC; Director,Executive Vice President and Assistant Secretary, Federated SecuritiesCorp.; Director or Trustee and Chairman, Federated Services Company andFederated Shareholder Services Company; and Director and President, FIIHoldings, Inc.

Previous Positions: Director, Federated Investors, Inc.; AssistantSecretary, Federated Investment Management Company, Federated GlobalInvestment Management Company and Passport Research, LTD; Treasurer,Passport Research, LTD; Executive Vice President, Federated SecuritiesCorp.; and Treasurer, FII Holdings, Inc.

* Family relationships and reasons for “interested” status: J. Christopher Donahue and Thomas R.Donahue are brothers. Both are “interested” due to their beneficial ownership of shares of FederatedInvestors, Inc. and the positions they hold with Federated and its subsidiaries.


INDEPENDENT TRUSTEES BACKGROUND


Principal Occupation(s) for Past Five Years,Other Directorships Held, Previous Position(s) and Qualifications

John T. CollinsBirth Date: January 24, 1947TRUSTEEIndefinite TermBegan serving: September 2013

Principal Occupations: Director or Trustee of the Federated Fund Family;formerly, Chairman and CEO, The Collins Group, Inc. (a private equityfirm) (Retired).

Other Directorships Held: Director, Current Chair of the CompensationCommittee, KLX Corp.

Qualifications: Mr. Collins has served in several business and financialmanagement roles and directorship positions throughout his career.Mr. Collins previously served as Chairman and CEO, The Collins Group, Inc.(a private equity firm). Mr. Collins serves as Chairman Emeriti, BentleyUniversity. Mr. Collins previously served as Director and Audit CommitteeMember, Bank of America Corp.; Director, FleetBoston Financial Corp.; andDirector, Beth Israel Deaconess Medical Center (Harvard UniversityAffiliate Hospital).

G. Thomas HoughBirth Date: February 28, 1955TRUSTEEIndefinite TermBegan serving: August 2015

Principal Occupations: Director or Trustee of the Federated Fund Family;formerly, Vice Chair, Ernst & Young LLP (public accounting firm) (Retired).

Other Directorships Held: Director, Chair of the Audit Committee,Governance Committee, Publix Super Markets, Inc.; Director, Member ofthe Audit Committee and Technology Committee of Equifax, Inc.

Qualifications: Mr. Hough has served in accounting, businessmanagement and directorship positions throughout his career. Mr. Houghmost recently held the position of Americas Vice Chair of Assurance withErnst & Young LLP (public accounting firm). Mr. Hough is an ExecutiveCommittee member of the United States Golf Association, he serves on thePresident’s Cabinet and Business School Board of Visitors for theUniversity of Alabama and is on the Business School Board of Visitors forWake Forest University.




Maureen Lally-GreenBirth Date: July 5, 1949TRUSTEEIndefinite TermBegan serving: August 2009

Principal Occupations: Director or Trustee of the Federated Fund Family;Dean of the Duquesne University School of Law; Adjunct Professor of Law,Duquesne University School of Law; formerly, Interim Dean of theDuquesne University School of Law; Associate General Secretary andDirector, Office of Church Relations, Diocese of Pittsburgh.

Other Directorships Held: Director, CONSOL Energy Inc.

Qualifications: Judge Lally-Green has served in various legal andbusiness roles and directorship positions throughout her career. JudgeLally-Green previously served as: Associate General Secretary, Diocese ofPittsburgh; a member of the Superior Court of Pennsylvania; and as aProfessor of Law, Duquesne University School of Law. Judge Lally-Greenalso currently holds the positions on either a public or not for profit Boardof Directors as follows: Director and Chair, UPMC Mercy Hospital; Regent,St. Vincent Seminary; Director and Vice Chair, Our Campaign for theChurch Alive!, Inc.; Director, Saint Vincent College; Member, PennsylvaniaState Board of Education (public); and Director and Chair, Cardinal WuerlNorth Catholic High School, Inc. Judge Lally-Green has held the positionsof: Director, Auberle; Director, Epilepsy Foundation of Western and CentralPennsylvania; Director, Ireland Institute of Pittsburgh; Director, SaintThomas More Society; Director, Catholic High Schools of the Diocese ofPittsburgh, Inc.; and Director, Pennsylvania Bar Institute.

Peter E. MaddenBirth Date: March 16, 1942TRUSTEEIndefinite TermBegan serving: August 1991

Principal Occupation: Director or Trustee, and Chair of the Board ofDirectors or Trustees, of the Federated Fund Family; Retired.

Other Directorships Held: None.

Qualifications: Mr. Madden has served in several business management,mutual fund services and directorship positions throughout his career.Mr. Madden previously served as President, Chief Operating Officer andDirector, State Street Bank and Trust Company (custodian bank) and StateStreet Corporation (financial services). He was Director, VISA USA andVISA International and Chairman and Director, Massachusetts BankersAssociation. Mr. Madden served as Director, Depository Trust Corporationand Director, The Boston Stock Exchange. Mr. Madden also served as aRepresentative to the Commonwealth of Massachusetts General Court.

Charles F. Mansfield, Jr.Birth Date: April 10, 1945TRUSTEEIndefinite TermBegan serving: January 1999

Principal Occupations: Director or Trustee of the Federated Fund Family;Management Consultant.


Qualifications: Mr. Mansfield has served as a Marine Corps officer and inseveral banking, business management, educational roles and directorshippositions throughout his long career. He remains active as aManagement Consultant.




Thomas M. O’NeillBirth Date: June 14, 1951TRUSTEEIndefinite TermBegan serving: August 2006

Principal Occupations: Director or Trustee, Chair of the Audit Committeeof the Federated Fund Family; Sole Proprietor, Navigator ManagementCompany (investment and strategic consulting).


Qualifications: Mr. O’Neill has served in several business, mutual fundand financial management roles and directorship positions throughout hiscareer. Mr. O’Neill serves as Director, Medicines for Humanity andDirector, The Golisano Children’s Museum of Naples, Florida. Mr. O’Neillpreviously served as Chief Executive Officer and President, ManagingDirector and Chief Investment Officer, Fleet Investment Advisors; Presidentand Chief Executive Officer, Aeltus Investment Management, Inc.; GeneralPartner, Hellman, Jordan Management Co., Boston, MA; Chief InvestmentOfficer, The Putnam Companies, Boston, MA; Credit Analyst and LendingOfficer, Fleet Bank; Director and Consultant, EZE Castle Software(investment order management software); and Director, MidwayPacific (lumber).

P. Jerome RicheyBirth Date: February 23, 1949TRUSTEEIndefinite TermBegan serving: September 2013

Principal Occupations: Director or Trustee of the Federated Fund Family;Management Consultant; formerly, Senior Vice Chancellor and Chief LegalOfficer, University of Pittsburgh and Executive Vice President and ChiefLegal Officer, CONSOL Energy Inc.


Qualifications: Mr. Richey has served in several business and legalmanagement roles and directorship positions throughout his career.Mr. Richey most recently held the positions of Senior Vice Chancellor andChief Legal Officer, University of Pittsburgh. Mr. Richey previously servedas Chairman of the Board, Epilepsy Foundation of Western Pennsylvaniaand Chairman of the Board, World Affairs Council of Pittsburgh. Mr. Richeypreviously served as Chief Legal Officer and Executive Vice President,CONSOL Energy Inc.; and Board Member, Ethics Counsel and Shareholder,Buchanan Ingersoll & Rooney PC (a law firm).

John S. WalshBirth Date: November 28, 1957TRUSTEEIndefinite TermBegan serving: January 1999

Principal Occupations: Director or Trustee of the Federated Fund Family;President and Director, Heat Wagon, Inc. (manufacturer of constructiontemporary heaters); President and Director, Manufacturers Products, Inc.(distributor of portable construction heaters); President, Portable HeaterParts, a division of Manufacturers Products, Inc.


Qualifications: Mr. Walsh has served in several business managementroles and directorship positions throughout his career. Mr. Walshpreviously served as Vice President, Walsh & Kelly, Inc.(paving contractors).


OFFICERS


Principal Occupation(s) for Past Five Yearsand Previous Position(s)

John W. McGonigleBirth Date: October 26, 1938EXECUTIVE VICE PRESIDENTAND SECRETARYOfficer since: October 1988

Principal Occupations: Executive Vice President and Secretary of theFederated Fund Family; Vice Chairman, Executive Vice President, Secretaryand Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Companyand Federated Investment Counseling; Director, Federated GlobalInvestment Management Corp., Federated Services Company andFederated Securities Corp.

Lori A. HenslerBirth Date: January 6, 1967TREASUREROfficer since: April 2013

Principal Occupations: Principal Financial Officer and Treasurer of theFederated Fund Family; Senior Vice President, Federated AdministrativeServices; Financial and Operations Principal for Federated Securities Corp.and Edgewood Services, Inc.; and Assistant Treasurer, Federated InvestorsTrust Company. Ms. Hensler has received the Certified PublicAccountant designation.

Previous Positions: Controller of Federated Investors, Inc.; Senior VicePresident and Assistant Treasurer, Federated Investors ManagementCompany; Treasurer, Federated Investors Trust Company; AssistantTreasurer, Federated Administrative Services, Federated AdministrativeServices, Inc., Federated Securities Corp., Edgewood Services, Inc.,Federated Advisory Services Company, Federated Equity ManagementCompany of Pennsylvania, Federated Global Investment ManagementCorp., Federated Investment Counseling, Federated InvestmentManagement Company, Passport Research, Ltd., and Federated MDTA,LLC; Financial and Operations Principal for Federated Securities Corp.,Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Peter J. GermainBirth Date: September 3, 1959CHIEF LEGAL OFFICEROfficer since: January 2005

Principal Occupations: Mr. Germain is Chief Legal Officer of theFederated Fund Family. He is General Counsel and Vice President,Federated Investors, Inc.; President, Federated Administrative Services andFederated Administrative Services, Inc.; Vice President, FederatedSecurities Corp.; Secretary, Federated Private Asset Management, Inc.; andSecretary, Retirement Plan Service Company of America. Mr. Germainjoined Federated in 1984 and is a member of the PennsylvaniaBar Association.

Previous Positions: Deputy General Counsel, Special Counsel, ManagingDirector of Mutual Fund Services, Federated Investors, Inc.; Senior VicePresident, Federated Services Company; and Senior Corporate Counsel,Federated Investors, Inc.

Richard B. FisherBirth Date: May 17, 1923VICE PRESIDENTOfficer since: October 1988

Principal Occupations: Vice Chairman or Vice President of some of theFunds in the Federated Fund Family; Vice Chairman, Federated Investors,Inc.; Chairman, Federated Securities Corp.

Previous Positions: President and Director or Trustee of some of theFunds in the Federated Fund Family; Executive Vice President,Federated Investors, Inc.; Director and Chief Executive Officer, FederatedSecurities Corp.



Principal Occupation(s) for Past Five Yearsand Previous Position(s)

Stephen Van MeterBirth Date: June 5, 1975CHIEF COMPLIANCE OFFICERAND SENIOR VICE PRESIDENTOfficer since: July 2015

Principal Occupations: Senior Vice President and Chief ComplianceOfficer of the Federated Fund Family; Vice President and Chief ComplianceOfficer of Federated Investors, Inc. and Chief Compliance Officer of certainof its subsidiaries. Mr. Van Meter joined Federated in October 2011. Heholds FINRA licenses under Series 3, 7, 24 and 66.

Previous Positions: Mr. Van Meter previously held the position ofCompliance Operating Officer, Federated Investors, Inc. Prior to joiningFederated, Mr. Van Meter served at the United States Securities andExchange Commission in the positions of Senior Counsel, Office of ChiefCounsel, Division of Investment Management and Senior Counsel, Divisionof Enforcement.

Deborah A. CunninghamBirth Date: September 15, 1959CHIEF INVESTMENT OFFICEROfficer since: May 2004

Principal Occupations: Deborah A. Cunningham was named ChiefInvestment Officer of Federated’s money market products in 2004. Shejoined Federated in 1981 and has been a Senior Portfolio Manager since1997 and an Executive Vice President of the Fund’s Adviser since 2009.Ms. Cunningham has received the Chartered Financial Analyst designationand holds an M.S.B.A. in Finance from Robert Morris College.


Evaluation and Approval of AdvisoryContract – May 2017FEDERATED INSTITUTIONAL MONEY MARKET MANAGEMENT (THE “FUND”)

Following a review and recommendation of approval by the Fund’s independenttrustees, the Fund’s Board of Trustees (the “Board”) reviewed and unanimouslyapproved the continuation of the Fund’s investment advisory contract for anadditional one-year term at its May 2017 meetings. The Board’s decisionregarding the contract reflects the exercise of its business judgment afterconsidering all of the information received on whether to continue theexisting arrangements.

The Board had previously appointed a Senior Officer, whose duties includespecified responsibilities relating to the process by which advisory fees are to becharged to a Federated fund. The Senior Officer has the authority to retainconsultants, experts, or staff as may be reasonably necessary to assist in theperformance of his duties, reports directly to the Board, and may be terminatedonly with the approval of a majority of the independent members of the Board.The Senior Officer prepared and furnished to the Board an independent,written evaluation that covered topics discussed below (the “Senior Officer’sEvaluation”). The Board considered the Senior Officer’s Evaluation, along withother information, in deciding to approve the investment advisory contract.

The Board also considered judicial decisions concerning allegedly excessiveinvestment advisory fees in its decision. Using these judicial decisions as a guide,the Board has indicated that the following factors may be relevant to an adviser’sfiduciary duty with respect to its receipt of compensation from a fund: (1) thenature and quality of the services provided by an adviser to a fund and itsshareholders (including the performance of the Fund and of comparable funds);(2) an adviser’s cost of providing the services (including the profitability to anadviser of providing advisory services to a fund); (3) the extent to which anadviser may realize “economies of scale” as a fund grows larger and, if sucheconomies of scale exist, whether they have been shared with a fund and itsshareholders or the family of funds; (4) any “fall-out financial benefits” thataccrue to an adviser because of its relationship with a fund (including researchservices received from brokers that execute fund trades and any fees paid toaffiliates of an adviser for services rendered to a fund); (5) comparative fee andexpense structures (including a comparison of fees paid to an adviser with thosepaid by similar funds); and (6) the extent of care, conscientiousness andindependence with which the Fund’s board members perform their duties andtheir expertise (including whether they are fully informed about all facts theBoard deems relevant to its consideration of an adviser’s services and fees). TheBoard noted that the Securities and Exchange Commission (“SEC”) disclosurerequirements regarding the basis for the Board’s approval of the Fund’sinvestment advisory contract generally align with the factors listed above.Consistent with the judicial decisions and SEC disclosure requirements, the


Board also considered management fees charged to institutional and otherclients of Federated Investment Management Company (the “Adviser”) and itsadvisory affiliates for what might be viewed as like services. The Board wasaware of these factors and was guided by them in its review of the Fund’sinvestment advisory contract to the extent it considered them to be appropriateand relevant, as discussed further below.

The Board considered and weighed these factors in light of its substantialaccumulated experience in governing the Fund and working with FederatedInvestors, Inc. and its affiliates (“Federated”) on matters relating to the Federatedfunds. The Board was assisted in its deliberations by independent legal counsel.In addition to the extensive materials that comprise and accompany the SeniorOfficer’s Evaluation, the Board received detailed information about the Fundand the Federated organization throughout the year, and in connection with itsMay meetings. Federated provided much of this information at each regularmeeting of the Board, and furnished additional information in connection withthe May meetings, at which the Board’s formal approval of the investmentadvisory contract occurred. At the May meetings, in addition to meeting inseparate sessions of the independent trustees without management present,senior management of the Adviser also met with the independent trustees andtheir counsel to discuss the materials presented and any other matters thoughtrelevant by the Adviser or the trustees. Between regularly scheduled meetings,the Board also received information on matters as the need arose. The Board’sconsideration of the investment advisory contract included review of the SeniorOfficer’s Evaluation, accompanying data and additional information coveringsuch matters as: the Adviser’s investment philosophy, revenue, profitability,personnel and processes; investment and operating strategies; the Fund’s short-term and long-term performance (in absolute terms, both on a gross basis andnet of expenses, as well as in terms relative to its particular investment programand certain competitor or “peer group” funds and/or other benchmarks, asappropriate) and comments on the reasons for performance; the Fund’sinvestment objectives; the Fund’s expenses, including the advisory fee and theoverall expense structure of the Fund (both in absolute terms and relative tosimilar and/or competing funds), with due regard for contractual or voluntaryexpense limitations; the use and allocation of brokerage commissions derivedfrom trading the Fund’s portfolio securities (if any); and the nature, quality andextent of the advisory and other services provided to the Fund by the Adviserand its affiliates. The Board also considered the preferences and expectations ofFund shareholders; the entrepreneurial risk assumed by the Adviser insponsoring the Fund; the continuing state of competition in the mutual fundindustry and market practices; the range of comparable fees for similar funds inthe mutual fund industry; the Fund’s relationship to the Federated funds whichinclude a comprehensive array of funds with different investment objectives,policies and strategies which are generally available for exchange without theincurrence of additional sales charges; compliance and audit reports concerning


the Federated funds and the Federated companies that service them (includingcommunications from regulatory agencies), as well as Federated’s responses toany issues raised therein; and relevant developments in the mutual fund industryand how the Federated funds and/or Federated are responding to them. TheBoard’s evaluation process is evolutionary. The criteria considered and theemphasis placed on relevant criteria change in recognition of changingcircumstances in the mutual fund marketplace.

While mindful that courts have cautioned against giving such comparisonstoo much weight, the Board has found the use of comparisons of the Fund’sfees and expenses to other mutual funds with comparable investment programsto be relevant to its deliberations. In this regard, the Board was presented with,and considered, information regarding the contractual advisory fee rates, netadvisory fee rates, total expense ratios and each element of the Fund’s totalexpense ratio (i.e., gross and net advisory fees, custody fees, portfolio accountingfees and transfer agency fees) relative to the Fund’s peers. The Board focused oncomparisons with other similar mutual funds more heavily than non-mutualfund products or services because it is believed that they are more relevant. Forexample, other mutual funds are the products most like the Fund, in that theyare readily available to Fund shareholders as alternative investment vehicles. Also,they are the type of investment vehicle, in fact, chosen and maintained by theFund’s investors. The range of their fees and expenses therefore appears to be arelevant indicator of what consumers have found to be reasonable in themarketplace in which the Fund competes.

The Board reviewed the contractual advisory fee rate, net advisory fee ratewhere partially waived and other expenses of the Fund and noted the positionof the Fund’s fee rates relative to its peers. In this regard, the Board noted thatthe contractual advisory fee rate was above the median of the relevant peergroup, but the Board noted the applicable waivers and reimbursements and thatthe overall expense structure of the Fund remained competitive in the contextof other factors considered by the Board.

For comparison, the Senior Officer has reviewed Federated’s fees forproviding advisory services to products outside the Federated funds(e.g., institutional and separate accounts and sub-adviser services). He concludedthat mutual funds and institutional accounts are inherently different products.Those differences include, but are not limited to, different types of targetedinvestors; being subject to different laws and regulations; different legalstructures; different average account sizes and portfolio management techniquesmade necessary by different cash flows and different associated costs; and thetime spent by portfolio managers and their teams, funds financial services, legal,compliance and risk management in reviewing securities pricing, addressingdifferent administrative responsibilities, addressing different degrees of risk


associated with management and a variety of different costs. The Senior Officerdid not consider the fees for providing advisory services to these outsideproducts to be determinative in judging the appropriateness of mutual fundadvisory fees.

Following such evaluation, and full deliberations, the Board concluded thatthe expenses of the Fund are reasonable and supported renewal of the Fund’sinvestment advisory contract.

The Board considered the nature, extent and quality of the services providedto the Fund by the Adviser and the resources of the Adviser and its affiliatesdedicated to the Fund. In this regard, the Board evaluated, among other things,the Adviser’s personnel, experience, track record, overall reputation andwillingness to invest in personnel and infrastructure that benefit the Fund. Inaddition, the Board reviewed the qualifications, backgrounds and responsibilitiesof the portfolio management team primarily responsible for the day-to-daymanagement of the Fund. The Board noted the compliance programs of, andthe compliance-related resources provided to, the Fund by the Adviser. TheFund’s ability to deliver competitive performance when compared to its peergroup was also deemed to be relevant by the Board as a useful indicator of howthe Adviser is executing the Fund’s investment program. The Adviser’s ability toexecute this program was one of the Board’s considerations in reaching aconclusion that the nature, extent, and quality of the Adviser’s investmentmanagement services warrant the continuation of the investmentadvisory contract.

In evaluating the Fund’s investment performance, the Board consideredperformance results in light of the Fund’s investment objective, strategies andrisks, as disclosed in the Fund’s prospectus. The Board particularly considereddetailed investment reports on the Fund’s performance that were provided tothe Board throughout the year and in connection with the May meetings. TheSenior Officer also reviewed information compiled by Federated, using datasupplied by independent fund ranking organizations, regarding the performanceof, and fees charged by, other mutual funds, noting his view that comparisons tofund peer groups may be helpful, though not conclusive, in judging thereasonableness of the proposed fees. The Board considered, in evaluating suchcomparisons, that in some cases individual funds may exhibit significant andunique differences in their objectives and management techniques whencompared to other funds within an industry peer group.

The Fund’s performance fell below the median of the relevant peer group forthe one-year period covered by the Senior Officer’s Evaluation. The Boarddiscussed the Fund’s performance with the Adviser and recognized the effortsbeing taken by the Adviser. The Board also considered the relatively tightdispersion of performance data with respect to the Fund and its peers.

Following such evaluation, and full deliberations, the Board concluded thatthe performance of the Fund supported renewal of the Fund’s investmentadvisory contract.


The Board also received financial information about Federated, includinginformation regarding the compensation and ancillary (or “fall-out”) benefitsFederated derived from its relationships with the Federated funds. Thisinformation covered not only the fees under the investment advisory contracts,but also fees received by Federated’s subsidiaries for providing other services tothe Federated funds under separate contracts (e.g., for serving as the Federatedfunds’ administrator). The information also detailed any indirect benefitFederated may derive from its receipt of research services from brokers whoexecute Federated fund trades. In addition, the Board considered the fact that, inorder for a fund to be competitive in the marketplace, Federated and its affiliatesfrequently waived fees and/or reimbursed expenses and have disclosed to Fundinvestors and/or indicated to the Board their intention to do so in the future.Moreover, the Board receives regular reporting as to the institution, adjustmentor elimination of these voluntary waivers.

Federated furnished information, requested by the Senior Officer, thatreported revenues on a fund-by-fund basis and made estimates of the allocationof expenses on a fund-by-fund basis, using allocation methodologies specified bythe Senior Officer. The Senior Officer noted that, while these cost allocationreports apply consistent allocation processes, the inherent difficulties inallocating costs continues to cause the Senior Officer to question the precisionof the process and to conclude that such reports may be unreliable, since a singlechange in an allocation estimate may dramatically alter the resulting estimate ofcost and/or profitability of a fund and may produce unintended consequences.The allocation information, including the Senior Officer’s view that fund-by-fund estimations may be unreliable, was considered in the analysis by the Board.

The Board and the Senior Officer also reviewed information compiled byFederated comparing its profitability information to other publicly held fundmanagement companies. In this regard, the Senior Officer concluded thatFederated’s profit margins did not appear to be excessive. The Senior Officeralso noted that Federated appeared financially sound, with the resources to fulfillits obligations under its contracts with the Fund.

The Senior Officer’s Evaluation also discussed the notion of possiblerealization of “economies of scale” as a fund grows larger. In this regard, theBoard considered that the Adviser has made significant and long-terminvestments in areas that support all of the Federated funds, such as personneland processes for the portfolio management, shareholder services, compliance,internal audit and risk management functions, as well as systems technology(including technology relating to cybersecurity,) and that the benefits of theseefforts (as well as any economies of scale, should they exist) were likely to beenjoyed by the fund family as a whole. The Board noted that the Adviser’sinvestments in these areas are extensive. In addition, the Board considered thatFederated and its affiliates have frequently waived fees and/or reimbursedexpenses and that this has allowed fund shareholders to share potentialeconomies of scale from a fund’s inception. Federated, as it does throughout the


year, and in connection with the Board’s review, furnished information relativeto revenue sharing or adviser paid fees. Federated and the Senior Officer notedthat this information should be viewed to determine if there was an incentive toeither not apply breakpoints, or to apply breakpoints at higher levels. It shouldnot be viewed to determine the appropriateness of advisory fees because itwould represent marketing and distribution expenses. Finally, the Board alsonoted the absence of any applicable regulatory or industry guidelines on thissubject, which (as discussed in the Senior Officer’s Evaluation) is compoundedby the lack of any common industry practice or general pattern with respect tostructuring fund advisory fees with “breakpoints” that serve to reduce the fee asa fund attains a certain size.

While the Senior Officer noted certain items for follow-up reporting to theBoard and further consideration by management, he stated that his observationsand information accompanying the Senior Officer’s Evaluation supported afinding by the Board that the management fee for the Fund was reasonable.Under these circumstances, no objection was raised to the continuation of, theFund’s investment advisory contract.

In its decision to continue an existing investment advisory contract, the Boardwas mindful of the potential disruptions of the Fund’s operations and variousrisks, uncertainties and other effects that could occur as a result of a decision toterminate or not renew an investment advisory contract. In particular, the Boardrecognized that many shareholders have invested in the Fund on the strength ofthe Adviser’s industry standing and reputation and with the expectation that theAdviser will have a continuing role in providing advisory services to the Fund.Thus, the Board’s approval of the investment advisory contract reflected the factthat it is the shareholders who have effectively selected the Adviser by virtue ofhaving invested in the Fund. The Board concluded that, in light of the factorsdiscussed above, including the nature, quality and scope of the services providedto the Fund by the Adviser and its affiliates, continuation of the investmentadvisory contract was appropriate.

The Board based its decision to approve the investment advisory contract onthe totality of the circumstances and relevant factors and with a view to past andfuture long-term considerations. Not all of the factors and considerationsidentified above were necessarily relevant to the Fund, nor did the Boardconsider any one of them to be determinative. With respect to the factors thatwere relevant, the Board’s decision to approve the continuation of the contractreflects its determination that Federated’s performance and actions provided asatisfactory basis to support the decision to continue the existing arrangement.


Voting Proxies on Fund Portfolio SecuritiesA description of the policies and procedures that the Fund uses to determinehow to vote proxies, if any, relating to securities held in the Fund’s portfolio isavailable, without charge and upon request, by calling 1-800-341-7400. A reporton “Form N-PX” of how the Fund voted any such proxies during the mostrecent 12-month period ended June 30 is available via the Proxy Voting Record(Form N-PX) link associated with the Fund and share class name atwww.FederatedInvestors.com/FundInformation. Form N-PX filings are alsoavailable at the SEC’s website at www.sec.gov.

Quarterly Portfolio ScheduleThe Fund files with the SEC a complete schedule of its portfolio holdings, as ofthe close of the first and third quarters of its fiscal year, on “Form N-Q.” Thesefilings are available on the SEC’s website at www.sec.gov and may be reviewedand copied at the SEC’s Public Reference Room in Washington, DC.(Call 1-800-SEC-0330 for information on the operation of the PublicReference Room.) You may also access this information via the link to theFund and share class name at www.FederatedInvestors.com/FundInformation.


You could lose money by investing in the Fund. Because the share price of the Fund willfluctuate, when you sell your shares they may be worth more or less than what youoriginally paid for them.The Fund may impose a fee upon the sale of your shares or maytemporarily suspend your ability to sell shares if the Fund’s liquidity falls below requiredminimums because of market conditions or other factors.An investment in the Fund is notinsured or guaranteed by the Federal Deposit Insurance Corporation or any othergovernment agency.The Fund’s sponsor has no legal obligation to provide financial supportto the Fund, and you should not expect that the sponsor will provide financial support tothe Fund at any time.

This Report is authorized for distribution to prospective investors only whenpreceded or accompanied by the Trust’s Prospectus, which contains factsconcerning its objective and policies, management fees, expenses andother information.

e e eratd dFederated Institutional Money Market ManagementFederated Investors Funds4000 Ericsson DriveWarrendale, PA 15086-7561

Contact us at FederatedInvestors.comor call 1-800-341-7400.

Federated Securities Corp., Distributor

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Federated is a registered trademark of Federated Investors, Inc.2017 ©Federated Investors, Inc.

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