FEDERATED SHORT TERM MUNICIPAL TRUST, 485BPOS, 1996-04-25

FEDERATED SHORT TERM MUNICIPAL TRUST
485BPOS, 1996-04-25

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1933 Act File No. 2-72277
1940 Act File No. 811-3181

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
--- ---

Pre-Effective Amendment No. ..........
------

Post-Effective Amendment No. 29 ........ X
-- ----- --- ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
--- ---

Amendment No. 22 ....................... X
-- ----- --- ---

FEDERATED SHORT-TERM MUNICIPAL TRUST

(formerly, Federated Short-Intermediate Municipal Trust)

Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)

(412) 288-1900
(Registrant's Telephone Number)

John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
x on April 30, 1996 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i).
75 days after filing pursuant to paragraph (a)(ii)
on pursuant to paragraph (a)(ii) of Rule 485.
-----------------

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Registrant has filed with the Securities and Exchange Commission a declaration
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and:

x filed the Notice required by that Rule on August 15, 1995; or
intends to file the Notice required by that Rule on or about ;
------------
or
during the most recent fiscal year did not sell any securities pursuant to
Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.

Copies to:

Matthew J. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037

CROSS REFERENCE SHEET

This Amendment to the Registration Statement of FEDERATED SHORT-TERM
MUNICIPAL TRUST (formerly, Short-Term Municipal Trust), which consists of one
portfolio: Federated Short-Term Municipal Trust, which is offered in two
separate classes of shares, Institutional Shares and Institutional Service
Shares, is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page...............Cover Page.
Item 2. Synopsis.................Summary of Trust Expenses.
Item 3. Condensed Financial
Information............Financial Highlights; Performance
Information.
Item 4. General Description of
Registrant.............General Information; Investment
Information; Investment Objective;
Investment Policies; Municipal Securities;
Investment Risks; Investment Limitations.
Item 5. Management of the Trust..Trust Information; Management of the Trust;
Distribution of (Institutional or
Institutional Service) Shares; Distribution
(Institutional Service Shares only) and
Shareholder Services Plans; Administration
of the Trust;
Item 6. Capital Stock and Other
Securities.............Dividends; Capital Gains; Shareholder
Information; Voting Rights; Massachusetts
Partnership Law; Tax Information; Federal
Income Tax; Pennsylvania Corporate and
Personal Property Taxes; Other State and
Local Taxes; Other Classes of Shares.
Item 7. Purchase of Securities Being
Offered................Net Asset Value; Investing in
(Institutional or Institutional Service)
Shares; Share Purchases; Minimum Investment
Required; What Shares Cost; Subaccounting
Services; Certificates and Confirmations.
Item 8. Redemption or Repurchase.Redeeming (Institutional or Institutional
Service) Shares; Telephone Redemption;
Written Requests; Accounts With Low
Balances.
Item 9. Pending Legal Proceedings None.

PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10. Cover Page...............Cover Page.
Item 11. Table of Contents........Table of Contents.
Item 12. General Information and
History..................General Information; About Federated
Investors
Item 13. Investment Objectives and
Policies.................Investment Objective and Policies.
Item 14. Management of the Fund...Trust Management.
Item 15. Control Persons and Principal
Holders of Securities....Not Applicable.
Item 16. Investment Advisory and Other
Services.................Investment Advisory Services;
Administrative Services;Shareholder
Services Agreement; Transfer Agent and
Dividend Disbursing Agent
Item 17. Brokerage Allocation.....Brokerage Transactions.
Item 18. Capital Stock and Other
Securities...............Not Applicable.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered..................Purchasing Shares; Distribution Plan
(Institutional Service Shares only) and
Shareholder Services Plan; Determining Net
Asset Value; Redeeming Shares.
Item 20. Tax Status...............Tax Status.
Item 21. Underwriters.............Not applicable.
Item 22. Calculation of Performance
Data.....................Total Return; Yield; Tax-Equivalent Yield;
Performance Comparisons.
Item 23. Financial Statements.....Filed in Part A.

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits:
(a) Financial Statements. (Filed in Part A)
(b) Exhibits:
(1) (i) Conformed Copy of Declaration of Trust of the
Registrant;+
(ii) Conformed Copy of amendment No. 1 to the Declaration
of Trust;+
(ii) Conformed Copy of amendment No. 2 to the Declaration
of Trust;+
(ii) Conformed Copy of amendment No. 3 to the Declaration
of Trust;+
(iii) Conformed Copy of amendment No.4 to the Declaration
of Trust of Registrant (12);
(2) (i) Copy of the By-Laws of the Registrant;+
(ii) Copy of amendment to the By-Laws of the Registrant
(7);
(3) Not applicable;
(4) Copy of Specimen Certificate of Shares;+
(5) Conformed Copy of the Investment Advisory Contract (9.);
(6) (i)Conformed copy of the Distributor's Contract (11.);
(ii) The Registrant hereby incorporates the conformed
copy of the specimen Mutual Funds Sales and Service
Agreement; Mutual Funds Service Agreement; and Plan
Trustee/Mutual Funds Service Agreement from Item 24 (b)
(6) of the Cash Trust Series II Registration Statement on
Form N-1A, filed with the Commission on July 24, 1995.
(File Numbers 33-38550 and 811-6269).
(7) Not applicable;
(8) Conformed copy of the Custodian Agreement of the
Registrant (11.);
(9) (i) Conformed copy of Fund Accounting, Shareholder
Recordkeeping, and Custody Services Procurement Agreement
of the Registrant (11.);
+ All exhibits have been filed electronically.
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed August 24, 1987. (File Nos. 2-72277
and 811-3181)
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 15 on Form N-1A filed August 24, 1989. (File Nos. 2-72277
and 811-3181)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 26 on Form N-1A filed August 26, 1994. (File Nos. 2-72277
and 811-3181)
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed August 25, 1995. (File Nos. 2-72277
and 811-3181)

(ii) Conformed copy of Administrative Services Agreement
(11.);
(iii) Conformed copy of Shareholder Services Agreement
(11.);
(iv) The responses described in Item 24 (b) (6) are
hereby incorporated by reference.
(10) Not Applicable;
(11) Conformed copy of the Consent of Independent Public
Accountants;+
(12) Not applicable;
(13) Copy of Initial Capital Understanding;+
(14) Not applicable;
(15) Conformed copy of Rule 12B-1 Plan (11.);
(16) Schedule for Computation of Fund Performance Data (8.);
(17) Copy of Financial Data Schedules;+
(18) Not applicable;
(19) Power of Attorney (12);

Item 25. Persons Controlled by or Under Common Control with Registrant:
None

Item 26. Number of Holders of Securities:

Number of Record Holders
Title of Class as of March 29, 1996

Shares of Beneficial Interest
(no par value)
Institutional Shares..... 19,204,393.5650
Institutional Service Shares 671,230.8900

Item 27. Indemnification: (10.)
+ All exhibits have been filed electronically.
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed August 22, 1988. (File Nos. 2-72277
and 811-3181)
10. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed August 24, 1990. (File Nos. 2-72277
and 811-3181)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 26 on Form N-1A filed August 26, 1994. (File Nos. 2-72277
and 811-3181)
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed August 25, 1995. (File Nos. 2-72277
and 811-3181)

Item 28. Business and Other Connections of Investment Adviser:

For a description of the other business of the investment adviser,
see the section entitled "Trust Information - Management of the
Trust" in Part A. The affiliations with the Registrant of four of
the Trustees and one of the Officers of the investment adviser and
their business addresses are included in Part B of this Registration
Statement under "Trust Management - Officers and Trustees." The
remaining Trustee of the investment adviser, his position with the
investment adviser, and, in parentheses, his principal occupation
is: Mark D. Olson, Partner, Wilson, Halbrook & Bayard, 107 W.
Market Street, Georgetown, Delaware 19947.

The remaining Officers of the investment adviser are: William D.
Dawson, Henry A. Frantzen, J. Thomas Madden, and Mark L. Mallon,
Executive Vice Presidents; Henry J. Gailliot, Senior Vice President-
Economist; Peter R. Anderson, and J. Alan Minteer, Senior Vice
Presidents; J. Scott Albrecht, Randall A. Bauer, David A. Briggs,
Jonathan C. Conley, Deborah A. Cunningham, Micheal P. Donnelly, Mark
E. Durbiano, Kathleen M. Foody-Malus, Thomas M. Franks, Edward C.
Gonzales, Jeff A. Kozemchak, Marian R. Marinack, John W. McGonigle,
Susan M. Nason, Mary Jo Ochson, Robert J. Ostrowski,Frederick L.
Plautz, Jr., Charles A. Ritter, James D. Roeberge, Sandra L. Weber
and Christopher H. Wiles, Vice Presidents, Edward C. Gonzales,
Treasurer, and John W. McGonigle, Secretary. The business address
of each of the Officers of the investment adviser is Federated
Investors Tower, Pittsburgh, PA 15222-3779. These individuals are
also officers of a majority of the investment advisers to the Funds
listed in Part B of this Registration Statement found under the main
heading entitled "Trust Management."

Item 29. Principal Underwriters:

(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the following
open-end investment companies: 111 Corcoran Funds; Annuity
Management Series; Arrow Funds; Automated Government Money Trust;
BayFunds; Blanchard Funds; Blanchard Precious Metals Fund, Inc.;
Cash Trust Series II; Cash Trust Series, Inc.; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; Federated
Adjustable Rate U.S. Government Fund, Inc.; Federated American
Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S.
Government Securities, Inc.; Federated GNMA Trust; Federated
Government Income Securities, Inc.; Federated Government Trust;
Federated High Income Bond Fund, Inc.; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Master Trust;
Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-
Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust;
Federated Tax-Free Trust; Federated Total Return Series, Inc.;
Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 3-5 Years; Federated U.S. Government Securities Fund: 5-10
Years; Federated Utility Fund, Inc.; First Priority Funds; Fixed
Income Securities, Inc.; Fortress Utility Fund, Inc.; High Yield
Cash Trust; Independence One Mutual Funds; Insurance Management
Series; Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty U.S.
Government Money Market Trust; Liquid Cash Trust; Managed Series
Trust; Marshall Funds, Inc.; Money Market Management, Inc.; Money
Market Obligations Trust; Money Market Trust; Municipal Securities
Income Trust; Newpoint Funds; Peachtree Funds; RIMCO Monument Funds;
SouthTrust Vulcan Funds; Star Funds; Targeted Duration Trust; Tax-
Free Instruments Trust; The Biltmore Funds; The Biltmore Municipal
Funds; The Monitor Funds; The Planters Funds; The Starburst Funds;
The Starburst Funds II; The Virtus Funds; Tower Mutual Funds; Trust
for Financial Institutions; Trust for Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; Vision Group of Funds, Inc.; andWorld
Investment Series, Inc.

Federated Securities Corp. also acts as principal underwriter for the
following closed-end investment company: Liberty Term Trust, Inc.- 1999.

(b)

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant

Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
Secretary, and Asst.
Treasurer, Federated
Securities Corp.

Edward C. Gonzales Director, Executive ViceExecutive Vice
Federated Investors Tower President, Federated, President
Pittsburgh, PA 15222-3779 Securities Corp.

John W. McGonigle Director, Federated Executive Vice
Federated Investors Tower Securities Corp. President and
Pittsburgh, PA 15222-3779 Secretary

John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.

Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp
Pittsburgh, PA 15222-3779

John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Byron F. Bowman Vice President, Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779

Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael D. Fitzgerald Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joeseph Kenedy Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Steven A. La Versa Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert D. Oehlschlager Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John C. Shelar, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jamie M. Teschner Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charlene H. Jennings Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Timothy Radcliff Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley Treasurer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue Asstistant Secretary, --
Federated Investors Tower Assistant Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Joseph M. Huber Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor Assistant Secretary, Treasurer
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Item 30. Location of Accounts and Records:

Federated Short-Term
Municipal Trust Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779

Federated Services Company P.O. Box 8600 ("Transfer Agent and
DividendBoston, Massachusetts
Disbursing Agent") 02266-8600

Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, Pennsylvania
15222-3779

Federated Management Federated Investors Tower
("Adviser") Pittsburgh, Pennsylvania
15222-3779

State Street Bank and Trust Company P.O. Box 8600
("Custodian") Boston, Massachusetts
02266-8600

Item 31. Management Services: Not applicable.

Item 32. Undertakings: (10.)

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.

Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.
10. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 filed August 24, 1990. (File Nos. 2-72277 and 811-3181)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED SHORT-TERM MUNICIPAL
TRUST certifies that it meets all of the requirements for effectiveness of
this Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the
25th day of August, 1995.

FEDERATED SHORT-TERM MUNICIPAL TRUST

BY: /s/ S. Elliot Cohan
S. Elliot Cohan, Assistant Secretary
Attorney in Fact for John F. Donahue
April 25, 1996

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/ S. Elliot Cohan
S. Elliot Cohan Attorney In Fact April 25, 1996
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

John F. Donahue* Chairman and Trustee
(Chief Executive Officer)

Glen R. Johnson* President and Trustee

Edward C. Gonzales* Executive Vice President
David M. Taylor* Treasurer
(Principal Financial and
Accounting Officer)

Thomas G. Bigley* Trustee

John T. Conroy, Jr.* Trustee

William J. Copeland* Trustee

James E. Dowd* Trustee

Lawrence D. Ellis, M.D.* Trustee

Edward L. Flaherty, Jr.* Trustee

Glen R. Johnson* Trustee

Peter E. Madden* Trustee

Gregor F. Meyer* Trustee

John E. Murray, Jr.* Trustee

Wesley W. Posvar* Trustee

Marjorie P. Smuts* Trustee

* By Power of Attorney

Exhibit 1 under Form N-1A
Exhibit 3(a) under Item 601/Reg S-K

FEDERATED SHORT-INTERMEDIATE TERM
MUNICIPAL BOND TRUST

DECLARATION OF TRUST
Page

Article I Name and Definitions......................... 1

1.Name ...................................... 1
2.Definitions -
(a) Affiliated Person, Assignment, Commission,
Interested Person, Majority Shareholder Vote,
Principal Underwriter........................ 1
(b) Trust ................................. 1
(c) Accumulated Net Income ................ 1
(d) Shareholder ........................... 1
(e) Trustees .............................. 2
(f) Shares ................................ 2
(g) 1940 Act .............................. 2

Article II Purpose of Trust .......................... 2

Article III Beneficial Interest ....................... 2

1.Shares of Beneficial Interest ............. 2
2.Ownership of Shares ....................... 2
3.Investment in the Trust ................... 3
4.No Pre-emptive Rights ..................... 3

Article IV The Trustees .............................. 3

1.Management of the Trust ................... 3
2.Election of Trustees at 1981 Meeting of Shareholders 3
3.Terms of Office of Trustees ............... 4
4.Termination of Service and Appointment of Trustees 4
5.Temporary Absence of Trustees ............. 5
6.Number of Trustees ........................ 5
7.Effect of Death, Resignation, Etc. of a Trustee 5
8.Ownership of the Trust .................... 6

Article V Powers of the Trustees....................... 6

1.Powers .................................... 6
2.Principal Transactions .................... 10
3.Trustees and Officers as Shareholders .... 10
4.Parties to Contract ....................... 10
Page

Article VI Trustees' Expenses and Compensation ....... 11

1.Trustees Reimbursement .................... 11
2.Trustee Compensation ...................... 12

Article VII Investment Adviser, Administrative Services, Principal
Underwriter and Transfer Agent............... 12

1.Investment Adviser ........................ 12
2.Administrative Services ................... 13
3.Principal Underwriter ..................... 13
4.Transfer Agent ............................ 14
5.Provisions and Amendments ................. 14

Article VIIIShareholders' Voting Powers and Meetings .. 14

1.Voting Powers ............................. 14
2.Meetings .................................. 15
3.Quorum and Required Vote .................. 15
4.Additional Provisions ..................... 16

Article IX Custodian ................................. 16

1.Appointment and Duties .................... 16
2.Central Certificate System ................ 17

Article X Distributions and Redemptions................ 17

1.Distributions ............................. 17
2.Redemptions and Repurchases ............... 18
3.Determination of Accumulated Net Income ... 20
4.Net Asset Value of Shares ................. 20
5.Suspension of the Right of Redemption ..... 21
6.Trust's Right to Redeem Shares ............ 21

Article XI Limitation of Liability and Indemnification 21

1.Limitation of Personal Liability and
Indemnification of Shareholders ........... 21
2.Limitation of Personal Liability of
Trustees, Officers, Employees or
Agents of the Trust ....................... 22
3.Express Exculpatory Clauses and Instruments 23
Page

4.Indemnification of Trustees, Officers,
Employees and Agents ...................... 23

Article XII Miscellaneous ............................. 25

1.Trust is not a Partnership ................ 25
2.Trustee's Good Faith Action, Expert Advice, No
Bond or Surety ............................ 25
3.Establishment of Record Dates ............. 25
4.Termination of Trust ...................... 26
5.Offices of the Trust, Filing of Copies,
References, Headings ...................... 27
6.Applicable Law ............................ 28
7.Amendments ................................ 28
FEDERATED SHORT-INTERMEDIATE
TERM MUNICIPAL BOND TRUST
DECLARATION OF TRUST
Dated May 8, 1981

DECLARATION OF TRUST made May 8, 1981, by John F. Donahue, Richard B.
Fisher, J. Joseph Maloney, Jr., Wesley W. Posvar, Edward E. Smuts, Thomas J.
Donnelly, Glen R. Johnson, Gregor F. Meyer, and Edward L. Flaherty, Jr.
WHEREAS the Trustees desire to establish a trust fund for the investment
and reinvestment of fund contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration IN TRUST as herein set forth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name. This Trust shall be known as the "Federated Short-
Intermediate Term Municipal Bond Trust."
Section 2. Definitions. Wherever used herein, unless otherwise required
by the context or specifically provided:
(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of the third sentence of Section 2(a)(42) of the 1940 Act,
whichever may be applicable) and "Principal Underwriter" shall have the
meanings given them in the Investment Company Act of 1940, as amended
from time to time;
(b) The "Trust" refers to Federated Short-Intermediate Term
Municipal Bond Trust;
(c) "Accumulated Net Income" means the accumulated net income of
the Trust determined in the manner provided or authorized in Article X,
Section 3;
(d) "Shareholder" means a record owner of Shares of the Trust;
(e) The "Trustees" refer to the individual Trustees in their
capacity as Trustees hereunder of the Trust and their successor or
successors for the time being in office as such Trustees;
(f) "Shares" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to
time and includes fractions of Shares as well as whole Shares; and
(g) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.

ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source of
managed investments primarily in securities.

ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest. The beneficial interest in
the Trust shall be at all times be divided into transferable Shares, without
par value, each of which shall represent an equal proportionate in the Trust
with each other Shares outstanding, none having priority or preference over
another. The number of Shares which may be issued is unlimited. The Trustees
may from time to time divide or combine the outstanding Shares into a greater
or lesser number without thereby changing the proportionate beneficial
interest in the Trust. Contributions to the Trust may be accepted for, and
Shares shall be redeemed as, whole Shares and/or fractions.
Sections 2. Ownership of Shares. The ownership of Shares shall be
recorded in the books of the Trust or a transfer agent. The Trustees may make
such rules as they consider appropriate for the transfer of shares and similar
matters. The record books of the Trust or any transfer agent, as the case may
be, shall be conclusive as to who are the holders of Shares and as to the
number of Shares held from time to time by each.
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Section 3. Investment in the Trust. The Trustees shall accept
investments in the Trust from such persons and on such terms as they may from
time to time authorize. After the date of the initial contribution of capital
(which shall occur prior to the initial public offering of Shares of the
Trust), the number of Shares to represent the initial contribution shall be
considered as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust. Subsequent to
such initial contribution shall be considered as outstanding and the amount
received by the Trustees on account of the contribution shall be treated as an
asset of the Trust. Subsequent to such initial contribution of capital,
Shares (including Shares which may have been redeemed or repurchased by the
Trust) may be issued or sold at a price which will net the Trust, before
paying any taxes in connection with such issue or sale, not less than the net
asset value (as defined in Article X, Section 4) thereof; provided, however,
that the Trustee may in their discretion impose a sales charge upon
investments in the Trust.
Section 4. No Pre-Emptive Rights. Shareholders shall have no pre-
emptive or other right to subscribe to additional Shares or other securities
issued by the Trust or the Trustees.
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust. The business and affairs of the
Trust shall be managed by the Trustees, and they shall have all powers
necessary and desirable to carry out that responsibility. The Trustees who
shall serve until the election of Trustees at the 1981 Meeting of Shareholders
shall be John F. Donahue, Richard B. Fisher, J. Joseph Maloney, Jr., Wesley W.
Posvar, Edward E. Smuts, Thomas J. Donnelly, Glen R. Johnson, Gregor F. Meyer,
and Edward L. Flaherty, Jr.
Section 2. Election of Trustees at 1981 Meeting of Shareholders. In the
year 1981, on a date fixed by the Trustees, which shall be subsequent to the
initial public offering of Shares of the Trust, the Shareholders shall elect
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Trustees. The number of Trustees shall be determined by the Trustees pursuant
to Article IV, Section 6.
Section 3. Term of Office of Trustees. The Trustees shall hold office
during the lifetime of this Trust, and until its termination as hereinafter
provided; except (a) that any Trustee may resign his trust by written
instrument signed by him and delivered to the other Trustees, which shall take
effect upon such delivery or upon such later date as is specified therein; (b)
that any Trustee may be removed at any time by written instrument signed by at
least two-thirds of the number of Trustees prior to such removal, specifying
the date when such removal shall become effective; (c) that any Trustee who
requests in writing to be retired or who has become mentally or physically
incapacitated may be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (d) a Trustee may
be removed at any special meeting of Shareholders of the Trust by a vote of
two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of Trustees. In case
of the death, resignation, retirement, removal or mental or physical
incapacity of any of the Trustees, or in the case a vacancy shall, by reason
of an increase in number, or for any other reason, exist, the remaining
Trustees shall fill such vacancy by appointing such other person as they in
their discretion shall see fit. Such appointment shall be effected by the
signing of a written instrument by a majority of the Trustees in office.
Within three months of such appointment, the Trustees shall cause notice of
such appointment to be mailed to each Shareholder at his address as recorded
on the books of the Trust. An appointment of a Trustee may be made by the
Trustees then in office and notice thereof mailed to Shareholders as aforesaid
in anticipation of a vacancy to occur by reason of retirement, resignation or
increase in number of Trustees effective at a later date, provided that said
appointment shall become effective only at or after the effective date of said
retirement, resignation or increase in number of Trustees. As soon as any
Trustee so appointed shall have accepted this Trust, the trust estate shall
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vest in the new Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance, and he shall be deemed a Trustee
hereunder. Any appointment authorized by this Section is subject to the
provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall less
than two of the Trustees personally exercise the other power hereunder except
as herein otherwise expressly provided.
Section 6. Number of Trustees. The number of Trustees, not less than
three (3) nor more than twenty (20) serving hereunder at any time shall be
determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled or while any Trustee is absent from the Commonwealth of
Massachusetts or, if not a domiciliary of Massachusetts, is absent from his
state of domicile, or is physically or mentally incapacitated, the other
Trustees shall have all the powers hereunder and the certificate signed by a
majority of the other Trustees of such vacancy, absence or incapacity, shall
be conclusive, provided, however, that no vacancy which reduces the number of
Trustees below three (3) shall remain unfilled for a period longer than six
calendar months.
Section 7. Effect of Death, Resignation, etc. of a Trustee. The death,
resignation, retirement, removal, or mental or physical incapacity of the
Trustee, or any one of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration of
Trust.
Section 8. Ownership of the Trust. The assets of the Trust shall be
held separate and apart from any assets now or hereafter held in any capacity
other trustee hereunder by the Trustees or any successor Trustee. All of the
assets of the Trust shall at all times be considered as vested in the
Trustees. No Shareholder shall be deemed to have a severable ownership in any
-5-
individual asset of the Trust or any right of partition or possession thereof,
but each Shareholder shall have a proportionate undivided beneficial interest
in the Trust.

-6-
time and price), or retain Trust assets in cash, and from time to time
change the investment of the assets of the Trust;
(b) To adopt By-Laws not inconsistent with the Declaration of Trust
providing for the conduct of the business of the Trust and to amend and
repeal them to the extent that they do not reserve the right to the
Shareholders;
(c) To elect and remove such officers and appoint and terminate
such agents as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company as
custodian of any assets of the Trust subject to any conditions set forth
in this Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents, dividend
disbursing agents, Shareholder servicing agents, investment advisers,
sub-investment advisers, principal underwriters, administrative service
agents, and such other agents as the Trustees may from time to time
appoint or otherwise engage;
(f) To provide for the distribution of interests of the Trust
either through a principal underwriter in he manner hereinafter provided
for or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter provided for;
(h) To delegate such authority as they consider desirable to a
committee or committees composed of Trustees, including without
limitations, an executive Committee, or to any officers of the Trust and
to any agent, custodian or underwriter;
(i) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
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discretion with relation to securities or property as the Trustees shall
deem proper;
(k) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form; or
either in its own name or in the name of a custodian or a nominee or
nominees, subject in either case to proper safeguards according to the
usual practice of Massachusetts trust companies or investment companies;
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern,
any security of which is held in the Trust; to consent to any contract,
lease, mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any security
held in the Trust;
(n) To engage in and to prosecute, compound, compromise, abandon,
or adjust, by arbitration, or otherwise, any actions, suits, proceedings,
disputes, claims, demands, and things relating to the Trust, and out of
the assets of the Trust to pay, or to satisfy, any debts, claims or
expenses incurred in connection therewith, including those of litigation,
upon evidence that the Trustees may deem sufficient (such powers shall
include without limitations any actions, suits, proceedings, disputes,
claims demands and things relating to the Trust wherein any of the
Trustees may be named individually and the subject matter of which arises
by reason of business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for;
(p) To borrow money but only as a temporary measure for the
extraordinary or emergency purposes and then (a) only in amounts not in
excess of 5% of the value of its total assets or (b) in any amount up to
one-third of the value of its total assets, including the amount
-8-
borrowed, in order to meet redemption requests without immediately
selling any portfolio securities. The Trustees shall not pledge,
mortgage or hypothecate the assets of the Trust.
(q) From time to time to issue and sell the Shares of the Trust
either for cash or for property whenever and in such amounts as the
Trustee may deem desirable, but subject to the limitation set forth in
Section 3 of Article III.
(r) To purchase insurance of any kind, including, without
limitation, insurance on behalf of any person who is or was a Trustee,
Officer, employee or agent of the Trust, or is or was serving at the
request of the trust as a Trustee, Director, Officer, agent or employee
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such.
No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
Section 2. Principal Transactions. The Trustees shall not on behalf of
the Trust buy any securities (other than Shares of the Trust) from or sell any
securities (other than Shares of the Trust) to, or lend any assets of the
Trust to, any Trustee or officer or employee of the Trust or any firm of which
any such Trustee or officer is a member acting as principal unless permitted
by the 1940 Act, but the Trust may employ any such other party or any such
person or firm or company in which any such person is an interested person in
any capacity not prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders. Any Trustee, officer
or other agent of the Trust may acquire, own and dispose of shares of the
Trust to the same extent as if he were not a Trustee, officer or agent; and
the Trustees may issue and sell or cause to be issued or sold Shares of the
Trust to any buy such Shares from any such person or any firm or company in
-9-
which he is an interested person subject only to the general limitations
herein contained as to the sale and purchase of such Shares; and all subject
to any restrictions which may be contained in the By-Laws.
Section 4. Parties to Contract. The Trustees may enter into any
contract of the character described in Section 1, 2, 3, or 4 of Article VII or
in Article IX hereof or any other capacity not prohibited by the 1940 Act with
any corporation, firm, trust or association, although one or more of the
shareholders, Trustees, officers, employees or agents of the Trust or their
affiliates may be an officer, director, Trustee, shareholder or interested
person of such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely
by reason of such relationship for any loss or expense to the Trust under or
by reason of said contract or accountable for any profit realized directly or
indirectly therefrom, in the absence of actual fraud. The same person
(including a firm, corporation, trust or association) may be the other party
to contracts entered into pursuant to Sections 1, 2, 3 and 4 of Article VII
or Article IX or any other capacity deemed legal under the 1940 Act, and any
individual may be financially interested or otherwise an interested person of
persons who are parties to any or all of the contracts mentioned in this
Section 4.

ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement. The Trustees shall be reimbursed from
the Trust estate for all of their expenses of organizing the Trust and
continuing its existence; fees and expenses of Trustees and Officers of the
Trust; fees for investment advisory services, administrative services and
principal underwriting services provided for in Article VII, Sections 1, 2 and
3; fees and expenses of preparing and printing its Registration Statements
under the Securities Act of 1933 and the Investment Company Act of 1940 and
-10-
any amendments thereto; expenses of registering and qualifying the Trust and
its shares under federal and state laws and regulations; expenses of
preparing, printing and distributing prospectuses and any amendments thereof
sent to shareholders underwriters, broker-dealers and to investors who may be
considering the purchase of shares; expenses of registering, licensing or
other authorization of the Trust as a broker-dealer and of its Officers as
agents and salesmen under federal and state laws and regulations; interest
expense, taxes, fees and commissions o f every kind; expenses of issue
(including cost of share certificates), repurchase and redemption of shares,
including expenses attributable to a program of periodic issue; charges and
expenses of custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars; printing and mailing costs;
auditing, accounting and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetings of shareholders
and proxy solicitations therefor; insurance expenses; association membership
dues and nonrecurring items as may arise, including all losses and liabilities
by them incurred in administering the Trust, including expenses incurred in
connection with litigation, proceedings and claims and the obligations of the
Trust under Article XI, hereof to indemnify its Trustees, Officers, employees,
shareholders and agents, and for the payment of such expenses, disbursements
mental officers and commissions; expenses of meetings of shareholders and
proxy solicitations therefor; insurance expenses; association membership dues
and nonrecurring items as may arise, including all losses and liabilities by
them incurred in administering the Trust, including expenses incurred in
connection with litigation, proceedings and claims and the obligations of the
Trust under Article XI, hereof to indemnify its Trustees, Officers, employees,
shareholders and agents, and for the payment of such expenses, disbursements,
losses and liabilities, the Trustees shall have a lien on the Trust estate
prior to any rights or interests of the Shareholders thereto. This section
shall not preclude the Trust from directly paying any of the aforementioned
fees and expenses.
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Section 2. Trustee Compensation. The Trustees shall be entitled to
compensation from the Trust for their respective services as Trustees, to be
determined from time to time by a vote of the Trustees, and the Trustees shall
also determine the compensation of all Officers, consultants and agents whom
they may elect or appoint. The Trust may pay any Trustee or any corporation,
firm, trust or association of which a Trustee is an interested person for
services rendered to the Trust in any capacity not prohibited by the 1940 Act,
and such payments shall not be deemed compensation for services as a Trustee
under the first sentence of this Section 2 of Article VI.

ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Adviser. Subject to a Majority Shareholder Vote,
the Trustees may in their discretion from time to time enter into an
investment advisory contract whereby the other party to such contract shall
undertake to furnish the Trustees investment advisory services upon such terms
and conditions and for such compensation as the Trustees may in their
discretion determine. Subject to a Majority Shareholder Vote, the investment
adviser may enter into a sub-investment advisory contract to receive
investment advice, statistical and factual information from the sub-investment
adviser upon such terms and conditions and for such compensation as the
Trustees may in their discretion agree to. Notwithstanding any provision of
this Declaration of Trust, the Trustees may authorize the investment adviser
or sub-investment adviser or any person furnishing administrative personnel
and services as set forth in Article VII, Section 2 (subject to such general
or specific instructions as the Trustees may from time to time adopt) to
effect purchases, sales or exchanges of portfolio securities of the Trust on
behalf of the Trustees or may authorize any officer or Trustee to effect such
purchases, sales, or exchanges pursuant to recommendations of the investment
adviser (and all without further action by the Trustees). Any such purchases,
-12-
sales and exchanges shall be deemed to have been authorized by the Trustees.
The Trustees may also authorize the investment adviser to determine what firms
shall be employed to effect transactions in securities for the account of the
Trust and to determine what firms shall participate in any such transaction or
shall share in commission or fees charged in connection with such
transactions.
Section 2. Administrative Services. The Trustees may in their
discretion from time to time contract for administrative personnel and
services whereby the other party shall agree to provide the Trustees
administrative personnel and services to operate the Trust on a daily basis,
on such terms and conditions as the Trustees may in their discretion
determine. Such services may be provided by one or more entities.
Section 3. Principal Underwriter. The Trustees may in their discretion
from time to time enter into an exclusive or nonexclusive contract or
contracts providing for the sale of the Shares of the Trust to net the Trust
not less than the amount provided in Article III, Section 3 hereof, whereby
the Trust may either agree to sell the Shares to the other party to the
contract or appoint such other party its sales agent for such shares. In
either case, the contract shall be on such terms and conditions as the
Trustees may in their discretions determine not inconsistent with the
provisions of this Article VII; and such contract may also provided for the
repurchase or sale of Shares of the Trust by such other party as principal or
as agent of the Trust and may provide that the other party may maintain a
market for shares of the Trust.
Section 4. Transfer Agent. The Trustees may in their discretion from
time to time enter into transfer agency and shareholder services contracts
whereby the other party shall undertake to furnish the Trustees transfer
agency and shareholder services. The contracts shall be on such terms and
conditions as the Trustees may in their discretion determine not inconsistent
with the provisions of this Declaration of Trust or of the By-Laws. Such
services may be provided by one or more entities.
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Section 5. Provisions and Amendments. Any contract entered into
pursuant to Sections 1 or 3 of this Article VII shall be consistent with and
subject to the requirements of Section 15 of the 1940 Act (including any
amendments thereof or other applicable Act of Congress hereafter enacted) with
respect to its continuance in effect, its termination, and the method of
authorization and approval of such contract or renewal thereof.

ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power to vote (i)
for the election of Trustees as provided in Article IV, Section 2; (ii) for
the removal of Trustees as provided in Article IV, Section 3(d); (iii) with
respect to any investment adviser or sub-investment advisers as provided in
Article VII, Section 1; (iv) with respect to the amendment of this Declaration
of Trust as provided in Article XII, Section 7; (v) to the same extent as the
shareholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders; and (vi) with
respect to such additional matters relating to the Trust as may be required by
law, by this Declaration of Trust, or the By-Laws of the Trust or any
regulation of the Trust with the Commission or any State, or as the Trustees
may consider desirable. Each whole Shares shall be entitled to one vote as to
any matter on which it is entitled to vote, and each fractional Shares shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by
proxy. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law, this
Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings. A Shareholders meeting shall be held as specified
in Section 2 of Article IV at the principal office of the Trust or such other
place as the Trustees may designate. Special meetings of the Shareholders may
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be called by the Trustees or the Chief Executive Officer of the Trust and
shall be called by the Trustees upon the written request of Shareholders
owning at least one-tenth of the outstanding Shares entitled to vote.
Shareholders shall be entitled to at least fifteen days' notice of any
meeting.
Section 3. Quorum and Required Vote. Except as otherwise provided by
law, to constitute a quorum for the transaction of any business at any meeting
of Shareholders there must be present, in person or by proxy, holders of one-
fourth of the total number of Shares of the Trust then outstanding and
entitled to vote at such meeting. If a quorum, as above defined, shall not be
present for the purpose of any vote that may properly come before the meeting,
the Shareholders present in person or by proxy and entitled to vote at such
meeting on such matter holding a majority of the Shares present entitled to
vote on such matter may by vote adjourn the meeting from time to time to be
held at the same place without further notice than by announcement to be given
at the meeting until a quorum, as above defined, entitled to vote on such
matter shall be present, whereupon any such matter may be voted upon at the
meeting as thought held when originally convened. Subject to any applicable
requirement of law or of this Declaration of Trust or the By-Laws, a plurality
of the votes cast shall elect a Trustee and all other matters shall be decided
by a majority of the votes casted entitled to vote thereon.
Section 4. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meeting and related matters.

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subject to restrictions, limitations and other requirements, if any, as may be
contained in he By-Laws of the Trust:
(1) To receive and hold the securities owned by the Trust and
deliver the same upon written order;
(2) To receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct; and
(3) To disburse such funds upon orders or vouchers;
(4) To keep the books and accounts of the Trust and furnish
clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees, the
Accumulated Net Income of the Trust and the net asset value of the Shares
in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the
custodian shall deliver and pay over all property of the Trust held by it as
specified in such vote.
The Trustees may also authorize the custodian to employ one or more sub-
custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between
the custodian and such sub-custodian and approve by the Trustees, provided
that in every case such sub-custodian shall be a bank or trust company
organized under the laws of the United States or one of the states thereof and
having an aggregate capital, surplus and undivided profits (as shown in its
last published report) of at least two million dollars ($2,000,000).
Section 2. Central Certificate System. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct
the custodian to deposit all or any part of the securities owned by the Trust
in a system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
-16-
may be permitted by the Commission or otherwise in accordance with the 1940
Act as from time to time amended, pursuant to which system all securities of
any particular class or series of any issuer deposited within the system are
treated as favorable and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the custodian at the
direction of the Trustees.

ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may from time to time declare and pay dividend, and the
amount of such dividends and the payment of them shall be wholly in the
discretion of the Trustees.
(b) The Trustees may, on each day Accumulated Net Income of the Trust
(as defined in Section 3 of Article X) is determined and is positive, declare
such Accumulated Net Income as a dividend to Shareholders of record at such
time as the Trustees shall designate, payable in addition full and fractional
Shares or in cash.
(c) The Trustees may distribute in respect of any fiscal year as
ordinary dividends and as capital gains distributions, respectively, amounts
sufficient to enable the Trust as a regulated investment company to avoid and
liability for federal income taxes in respect of that year.
(d) The decision of the Trustees as to what, in accordance with good
accounting practice, is income and what is principal shall be final, and
except as specifically provided herein, the decision of the Trustees as to
what expenses and charges of the Trust shall be charged against principal and
what against the income shall be final. Any income not distributed in any
year may be permitted to accumulate and as long as not distributed may be
invested from time to time in the same manner as the principal funds of the
Trust.
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(e) The Trustees shall have power, to the fullest extent permitted by
the laws of Massachusetts, at any time, or from time to time, to declare and
cause to be paid dividends, which dividends, at the election of the Trustees,
may be accrued, automatically reinvested in additional Shares (or fractions
thereof) of the Trust or paid in cash or additional Shares, all upon such
terms and conditions as the Trustees may prescribe.
(f) Anything in this instrument to the contrary notwithstanding the
Trustees may at any time declare and distribute a dividend consisting of
shares of the Trust.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of the Trust at any time desires
to dispose of Shares recorded in his name, he may deposit a written request
(or such other form of request as the Trustees may from time to time
authorize) requesting that the Trust purchase his Shares, together with such
other instruments or authorizations to effect the transfer as the Trustees may
from time to time require, at the office of the Custodian, and the Trust shall
purchase his said Shares, but only at the net asset value of such Shares (as
defined in Section 4 of this Article X) determined by or on behalf of the
Trustees next after said deposit.
Payment for such Shares shall be made by the Trust to the Shareholder of
record within seven (7) days after the date upon which the request (and, if
required, such other instruments or authorizations of the transfer) is
deposited, subject to the right of the Trustees to postpone the date of
payment pursuant to Section 5 of this Article X. If the redemption is
postponed beyond the date on which it would normally occur by reason of a
declaration by the Trustees suspending the right of redemption pursuant to
Section 5 of this Article X, the right of the Shareholder to have his Shares
purchased by the Trust shall be similarly suspended, and he may withdraw his
request (or such other instruments or authorizations of transfer) from deposit
it he so elects: or, if he does not so elect, the purchase price shall be the
net asset value of his Shares, determined next after termination of such
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suspension and payment therefor shall be made within seven (7) days
thereafter.
(b) The Trust may purchase Shares of the Trust by agreement with the
owner thereof (1) at a price not exceeding the net asset value per Share
determined next after the purchase or contract of purchase is made or (2) at a
price not exceeding the net asset value per Share determined at some later
time.
(c) Shares purchased by the Trust either pursuant to paragraph Section
3. (a) or paragraph (b) of this Section 2 shall be deemed treasury Shares and
may be resold by the Trust.
(d) If the Trustees determine that economic conditions would make it
seriously detrimental to the best interests of the remaining Shareholders of
the Trust to make payment wholly or partly in cash, the Trust may pay the
redemption price in whole or in part by a distribution in kind of securities
from the portfolio of the Trust, in lieu of cash in conformity with applicable
rules of the Securities and Exchange Commission, taking such securities at the
same value employed in determining net asset value, and selecting the
securities in such manner as the Trustees may deem fair and equitable.
Section 3. Determination of Accumulated Net Income. The Accumulated Net
Income of the Trust shall be determined by or on behalf of the Trustees daily
or more frequently at the discretion of the Trustees, on each business day
(which term shall, whenever it appears in this Declaration of Trust be deemed
to mean each day when the New York Stock Exchange is open for trading) at such
time or times as the Trustees shall in their discretions determine. Such
determination shall be made in accordance with generally accepted accounting
principles and practices and may include realized and/or unrealized gains from
the sale or other disposition of securities or other property of the Trust.
The power and duty to determine Accumulated Net Income may be delegated by the
Trustees from time to time to one or more of the Trustee of officers of the
Trust, to the other party to any contract entered into pursuant to Section 1
or 2 of Article VII, or to the custodian or to a transfer agent.
-19-
Section 4. Net Asset Value of Shares. The net asset value of each Share
of the Trust outstanding shall be determined at least once on each business
day by or on behalf of the Trustees. The power and duty to determine net
asset value may be delegated by the Trustees from time to time to one or more
of the Trustees or Officers of the Trust, to the other party to any contract
entered into pursuant to Section 1 or 2 of Article VII or to the custodian or
to a transfer agent.
The net asset value of each Share of the Trust as of any particular time
shall be the quotient (adjusted to the nearer cent) obtained by dividing the
value, as of such time, of the net assets of the Trust (i.e., the value of the
assets of the Trust less its liabilities exclusive of capital and surplus) by
the total number of Shares outstanding (exclusive of treasury Shares) at such
time in accordance with the requirements of the 1940 Act and applicable
provisions of the By-Laws of the Trust in conformity with generally accepted
accounting practices and principles.
The Trustees may declare a suspension of the determination of net asset
value for the whole or any part of any period in accordance with the
Investment Company Act of 1940 and the rules and regulations adopted
thereunder.
Section 5. Suspension of the Right of Redemption. The Trustees may
declare a suspension of the right of redemption or postpone the date of
payment for the whole or any part of any period in accordance with the
Investment Company Act of 1940 and the rules and regulations adopted
thereunder.
Section 6. Trust's Right to Redeem Shares. The Trust shall have the
right to cause the redemption of Shares in any Shareholder's account for their
then current net asset value (which will by promptly paid to the Shareholder
in cash), if at any time the total investment in the account does not have a
minimum dollar value determined from time to time by the Trustees in their
sole discretion. Shares of the Trust are redeemable at the option of the
Trust if, in the opinion of the Trustees, ownership of Trust Shares has or may
-20-
become concentrated to an extent which would cause the Trust to be a personal
holding company within the meaning of the Federal Internal Revenue Code (and
thereby disqualified under Sub-chapter M of said Code); in such circumstances
the Trust may compel redemption of Shares, reject any order for the purchase
of Shares or refuse to give effect to the Transfer of Shares.

-21-
The Trust shall, upon request by the Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees, Officers,
Employees or Agents of the Trust. No Trustee, officer, employee or agent of
the Trust shall have the power to bind any other Trustee, officer, employee or
agent of the Trust personally. The Trustees, officers, employees or agents of
the Trust incurring any debts, liabilities or obligations, or in taking or
omitting any other actions for or in connection with the Trust are, and each
shall be deemed to be, acting as Trustee, officer, employee or agent of the
Trust and not in his own individual capacity.
Provided they have acted under the belief that their actions are in the
best interest of the Trust, the Trustees and officers shall not be responsible
for or liable in any event for neglect or wrongdoing by them or any officer,
agent, employee, investment adviser or principal underwriter of the Trust or
of any entity providing administrative services for the Trust, but nothing
herein contained shall protect any Trustee or officer against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.
Section 3. Express Exculpatory Clauses and Instruments. The Trustees
shall use every reasonable means to assure that all persons having dealings
with the Trust shall be informed that the property of the Shareholders and the
Trustees, officers, employees and agents of the Trust shall not be subject to
claims against or obligations of the Trust to any extent whatsoever. The
Trustees shall cause to be inserted in any written agreement, undertaking or
obligation made or issued on behalf of the Trust (including certificates for
Shares of the Trust) an appropriate reference to this Declaration, providing
that neither the Shareholders, the Trustees, the officers, the employees nor
any agent of the Trust shall be liable thereunder, and that the other parties
to such instrument shall look solely to the Trust property for the payment of
-22-
any claim thereunder or for the performance thereof; but the omission of such
provisions from any such instrument shall not render any Shareholder, Trustee,
officer, employee or agent liable, nor shall the Trustee, or any officer,
agent or employee of the Trust be liable to anyone for such omission. If,
notwithstanding this provision, any Shareholder, Trustee, officer, employee or
agent shall be held liable to any other person by reason of the omission of
such provision from any such agreement, undertaking or obligation, the
Shareholder, Trustee, officer, employee or agent shall be entitled to
indemnity and reimbursement out of the Trust property as provided in this
Article XI.
Section 4. Indemnification of Trustees, Officers, Employees and Agents.
(a) Every person who is or has been a Trustee, officer, employee or
agent of the Trust and persons who serve at the Trust's request as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall be indemnified by the Trust to fullest extent
permitted by law against liability and against all expenses reasonable
incurred or paid by him in connection with any debt, claim, action, demand,
suit proceeding, judgment, decree, liability or obligation of any kind in
which he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee, officer, employee or agent of the Trust or of another
corporation, partnership, joint venture, trust or other enterprise at the
request of the Trust and against amounts paid or incurred by him in the
settlement thereof.
(b) The words "claim," "action," "suit" or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal, administrative,
legislative, investigative or other, including appeals), actual or threatened,
and the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Trustee,
officer, employee or agent against any liability to the Trust or its
-23-
Shareholders by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
(d) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Trustee, officer, employee or agent may no on
hereafter be entitled, shall continue as to a person who has ceased to be such
Trustee, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 4 may be paid by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
Trustee, officer, employee or agent secured by a surety bond or other suitable
insurance that such amount will be paid over by him to the Trust if it is
ultimately determined that he is not entitled to indemnification under this
Section 4.

ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership. It is hereby expressly declare
that a trust and not a partnership is created hereby.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions
hereunder in good faith and with reasonable care under the circumstances then
prevailing, shall be binding upon everyone interested. Subject to the
provisions of Article XI, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice of counsel
or other experts with respect to the meaning and operation of this Declaration
of Trust, and subject to the provisions of Article XI, shall be under no
liability for any act or omission in accordance with such advice or for

-24-
failing to follow such advice. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.

Section 3. Establishment of Record Dates. The Trustees may close the
Share transfer books of the Trust for a period not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date for the payment
of any dividend or the making of any distribution to Shareholders, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of Shares shall go into effect; or in lieu of closing the Share
transfer books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of Shareholders,
or the date for the payment of any dividend or the making of any distribution
to Shareholders, or the date for the allotment of rights, or the date when any
change or conversion or exchange of Shares shall go into effect, or the last
day on which the consent or dissent of Shareholders may be effectively
expressed for any purpose, as a record date for the determination of the
Shareholders entitled to notice of, and, to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or
distribution, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of shares, or to exercise
the right to give such consent or dissent, and in such case such Shareholder
and only such Shareholder as shall be Shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend or distribution, or to receive such allotment
or rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any Shares on the books of the Trust after any such date fixed as
aforesaid.
Section 4. Termination of the Trust.
(a) This Trust shall continue without limitation of time but subject to
the provisions or paragraphs (b), (c) and (d) of this Section 4.

-25-
(b) The Trustees, with the approval of the holders of at least two-
thirds of the outstanding Shares, may by unanimous action sell and convey the
assets of the Trust to another trust or corporation organized under the laws
of any state of the United States, which is a diversified open-end management
investment company as defined in the 1940 Act, for an adequate consideration
which may include the assumption of all outstanding obligations, taxes and
other liabilities, accrued or contingent, of the Trust and which may include
shares of beneficial interest or stock of such trust or corporation. Upon
making provision for the payment of all such liabilities, by such assumption
or otherwise, the Trustees shall distribute the remaining proceeds ratably
among the holders of the Shares of the Trust then outstanding.
(c) Subject to a Majority Shareholder Vote, the Trustees may at any time
sell and convert into money all the assets of the Trust. Upon making
provision for the payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the Trust, the Trustees shall
distribute the remaining assets of the Trust ratably among the holders of the
outstanding Shares.
(d) Upon completion of the distribution of the remaining proceeds of the
remaining assets as provided in paragraphs (b) and (c), the Trust shall
terminate and the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and interest of all
parties shall be canceled and discharged.
Section 5. Officers of the Trust, Filing of Copies, References,
Headings. The Trust shall maintain a usual place of business in
Massachusetts, which, initially, shall be 31 Milk Street, Boston,
Massachusetts, and shall continue to maintain an office at such address unless
changed by the Trustees to another location in Massachusetts. The Trust may
maintain other officers as the Trustees may from time to time determine. The
original or a copy of this instrument and of each declaration of trust
supplemental hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each
-26-
supplemental declaration of trust shall be filed by the Trustees with the
Massachusetts Secretary of State and the Boston City Clerk, as well as any
other governmental office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such supplemental declaration of trust has been
made and as to any matters in connection with the Trust hereunder, and with
the same effect as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or in any such
supplemental declaration of trust, references to this instrument, and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to refer
to this instrument as amended or affected by any such supplemental declaration
of trust. Headings are placed herein for convenience of reference only and in
case of any conflict, the text of this instrument, rather than the headings,
shall control. This instrument may be executed in any number of counterparts
each of which shall be deemed an original.
Section 6. Applicable Law. The Trust set forth in this instrument is
created under and is to be governed by and construed and administered
according to the laws of the Commonwealth of Massachusetts. The Trust shall
be of the type commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust.
Section 7. Amendments. Prior to initial issuance of Shares pursuant to
the second sentence of Section 3 of Article III, a majority of the Trustees
then in office may amend or otherwise supplement this instrument by making a
Declaration of Trust supplemental hereto, which thereafter shall form a part
hereof. Subsequent to such initial issuance of Shares, if authorized by a
majority of the Trustees then in office and by a Majority Shareholder Vote, or
by any larger vote which may be required by applicable law of this Declaration
of Trust in any particular case, the Trustees shall amend or otherwise
supplement this instrument, by making a Declaration of Trust supplemental
hereto, which thereafter shall form a part hereof. Any such supplemental
-27-
Declaration of Trust shall be signed by at least a majority of the Trustees
then in office. Copies of the supplemental Declaration of Trust shall be
filed as specified in Section 5 of this Article XII.
Section 8. The Trust acknowledged that Federated Investors, Inc. has
reserved the right to grant the non-exclusive use of the name "Federated" or
any derivative thereof to any other investment company, investment adviser,
distributors, or other business enterprise, and to withdraw from the Trust the
use of the name "Federated".
IN WITNESS WHEREOF, the undersigned have executed this instrument the day
and year first above written.

/s/ John F. Donahue /s/Richard B. Fisher
John F. Donahue Richard B. Fisher

/s/ J. Joseph Maloney, Jr. /s/ Wesley W. Posvar
J. Joseph Maloney, Jr. Wesley W. Posvar

/s/ Edward E. Smuts /s/ Thomas J. Donnelly
Edward E. Smuts Thomas J. Donnelly

/s/ Edward L. Flaherty, Jr. /s/ Gregor F. Meyer

Edward L. Flaherty Gregor F. Meyer

/s/ Glen R. Johnson
Glen R. Johnson

-28-

COMMONWEALTH OF PENNSYLVANIA )
:
COUNTY OF ALLEGHENY )

I hereby certify that on MAY 8, 1981, before me, the subscriber, a Notary
Public of the Commonwealth of Pennsylvania, in for the County of Allegheny,
personally appeared JOHN F. DONAHUE, RICHARD B. FISHER, J. JOSEPH MALONEY,
JR., WESLEY W. POSVAR, EDWARD E. SMUTS, THOMAS J. DONNELLY, GLEN R. JOHNSON,
GREGOR F. MEYER and EDWARD L. FLAHERTY, JR., who acknowledged the foregoing
Declaration of Trust to be their act.

Witness my hand and notarial seal the day and year last above written

/s/ Loretta Yagesh
Notary Public

[SEAL]

Exhibit 1 under Form N-1A
Exhibit 3(a) under Item 601/Reg S-K

FEDERATED SHORT-INTERMEDIATE TERM
MUNICIPAL BOND TRUST

Amendment No. 1
to
DECLARATION OF TRUST
Dated May 8, 1981

THIS Amendment to the Declaration of Trust is made this 16th Day of July,
1981, by John F. Donahue, Thomas J. Donnelly, Richard B. Fisher, Edward L.
Flaherty, Jr., J. Joseph Maloney, Jr., Gregor F. Meyer, Wesley W. Posvar,
Edward E. Smuts and Glen R. Johnson.
WHEREAS the Trustees executed a Declaration of Trust among themselves on
May, 1981, creating a Massachusetts Business Trust for the investment and
reinvestment of funds contributed thereto; and
WHEREAS the Trustees desire to amend the Declaration of Trust;
NOW THEREFORE, the Trustees hereby amend and restate the Declaration of
Trust as follows:
1. By striking Section 1 of Article I from the Declaration of Trust and
substituting in its place the following:
"Section 1. Name. This Trust shall be known as the 'Federated
Short-Intermediate Municipal Trust'."

2. By striking Section 2(b) of Article I and substituting the following
in place thereof:
"Section 2. Definitions. Wherever used herein, unless
otherwise required by the context specifically provided:

****

"(b) the 'Trust' refers to Federated Short-Intermediate
Municipal Trust."

IN WITNESS WHEREOF, the undersigned have executed this instrument the day
and year as first above written.

/s/ John F. Donahue /s/ J. Joseph Maloney, Jr.
John F. Donahue Joseph Maloney, Jr

/s/ Thomas J. Donnelly /s/ Gregor F. Meyer
Thomas J. Donnelly Gregor F. Meyer

/s/ Richard B. Fisher /s/ Wesley W. Posvar
Richard B. Fisher Wesley W. Posvar

/s/ Edward L. Flaherty, Jr. /s/ Edward E. Smuts

Edward L. Flaherty Edward E. Smuts

/s/ Glen R. Johnson
Glen R. Johnson
COMMONWEALTH OF PENNSYLVANIA )
SS :
COUNTY OF ALLEGHENY )

I hereby certify that on July 16, 1981, before me, the subscriber, a
Notary Public of the Commonwealth of Pennsylvania, in for the County of
Allegheny, personally appeared JOHN F. DONAHUE, RICHARD B. FISHER, J. JOSEPH
MALONEY, JR., WESLEY W. POSVAR, EDWARD E. SMUTS, THOMAS J. DONNELLY, GLEN R.
JOHNSON, GREGOR F. MEYER and EDWARD L. FLAHERTY, JR., who acknowledged the
foregoing Declaration of Trust to be their act.

Witness my hand and notarial seal the day and year last above written.

/s/ Loretta Yagesh

Exhibit 1 under Form N-1A
Exhibit 3(a) under Item 601/Reg S-K

AMENDED AND RESTATED
DECLARATION OF TRUST

SHORT-TERM MUNICIPAL TRUST
(Formerly, Federated Short-Intermediate Municipal Bond Trust)

TABLE OF CONTENTS
Page

ARTICLE I NAME AND DEFINITIONS ...................... 1

Section 1. Name ...................................... 1
Section 2. Definitions .............................. 1

ARTICLE II PURPOSE OF TRUST ...................... 2

ARTICLE III BENEFICIAL INTEREST ................... 2

Section 1. Shares of Beneficial Interest ............. 2
Section 2. Ownership of Shares ....................... 2
Section 3. Investment in the Trust ................... 3
Section 4. No Pre-emptive Rights ..................... 3
Section 5. Establishment and Designation of Series or Class 3

ARTICLE IV THE TRUSTEES .......................... 5

Section 1. Management of the Trust ................... 5
Section 2. Election of Trustees at Meeting of Shareholders 5
Section 3. Term of Office of Trustees ................ 5
Section 4. Termination of Service and Appointment of Trustees 6
Section 5. Temporary Absence of Trustee .............. 6
Section 6. Number of Trustees ........................ 6
Section 7. Effect of Death, Resignation, Etc. of a Trustee 7
Section 8. Ownership of the Trust .................... 7

ARTICLE V POWERS OF THE TRUSTEES .................... 7

Section 1. Powers .................................... 7
Section 2. Principal Transactions .................... 9
Section 3. Trustees and Officers as Shareholders .... 10
Section 4. Parties to Contract ....................... 10

Page

ARTICLE VI TRUSTEES' EXPENSES AND COMPENSATION ... 10

Section 1. Trustees Reimbursement .................... 10
Section 2. Trustee Compensation ...................... 11

ARTICLE VII INVESTMENT ADVISER, ADMINISTRATIVE SERVICES, PRINCIPAL UNDERWRITER
AND TRANSFER AGENT ........................11

Section 1. Investment Adviser ........................ 11
Section 2. Administrative Services ................... 12
Section 3. Principal Underwriter ..................... 12
Section 4. Transfer Agent ............................ 12
Section 5. Provisions and Amendments ................. 12

ARTICLE VIIISHAREHOLDERS' VOTING POWERS AND MEETINGS ..13

Section 1. Voting Powers ............................. 13
Section 2. Meetings .................................. 13
Section 3. Quorum and Required Vote .................. 13
Section 4. Additional Provisions ..................... 14

ARTICLE IX CUSTODIAN ............................. 14

Section 1. Appointment and Duties .................... 14
Section 2. Central Certificate System ................ 14

ARTICLE X DISTRIBUTIONS AND REDEMPTIONS ............. 15

Section 1. Distributions ............................. 15
Section 2. Redemptions and Repurchases ............... 16
Section 3. Determination of Accumulated Net Income ... 16
Section 4. Net Asset Value of Shares ................. 17
Section 5. Suspension of the Right of Redemption ..... 17
Section 6. Trust's Right to Redeem Shares ............ 17

ARTICLE XI LIMITATION OF LIABILITY AND INDEMNIFICATION 18

Section 1. Limitation of Personal Liability and
Indemnification of Shareholders ........... 18
Section 2. Limitation of Personal Liability of
Trustees, Officers, Employees or
Agents of the Trust ....................... 18
Section 3. Express Exculpatory Clauses and Instruments 19

Page

Section 4. Indemnification of Trustees, Officers,
Employees and Agents ...................... 19

ARTICLE XII MISCELLANEOUS ............................. 20

Section 1. Trust is not a Partnership ................ 20
Section 2. Trustee's Action Binding, Expert Advice,
No Bond or Surety ......................... 20
Section 3. Establishment of Record Dates ............. 20
Section 4. Termination of Trust ...................... 21
Section 5. Offices of the Trust, Filing of Copies,
References, Headings ...................... 21
Section 6. Applicable Law ............................ 22
Section 7. Amendments -- General ..................... 22
Section 8. Amendments -- Series and Classes .......... 22
Section 9. Use of Name ............................... 24
AMENDED AND RESTATED
DECLARATION OF TRUST

SHORT-TERM MUNICIPAL TRUST
(formerly, Federated Short Intermediate Municipal Trust)

Dated September 1, 1993

AMENDED AND RESTATED DECLARATION OF TRUST made September 1, 1993, By John
F. Donahue, William J. Copeland, James E. Dowd, Lawrence D. Ellis, M.D.,
Edward L. Flaherty, Jr., Glen R. Johnson, Marjorie P. Smuts, Gregor F. Meyer,
Wesley W. Posvar, Peter E. Madden, John T. Conroy, Jr.
WHEREAS, pursuant to a Declaration of Trust dated May 8, 1981, the
Trustees established a trust fund named Federated Short-Intermediate Term
Municipal Bond Trust;
WHEREAS, pursuant to an amendment to the Declaration of Trust dated July
16, 1981, the Trustees amended Section of Article I of the Trust, entitled
"Name;" and
WHEREAS, the Trustees now desire to amend and restate the Declaration of
Trust to among other things (a) allow the Trust to establish and designate
series and classes of shares; (b) allow the Trust to establish and designate
sale and conveyance of the Trust's assets to another open-end management
investment company by majority vote; (c) change the name of the Trust to
"Short-Term Municipal Trust;" and (d) establish the Trust's current portfolio
as a Series Company named "Short-Term Municipal Trust."
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust IN TRUST as herein set forth below.

ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name.
This Trust shall be known as the Short-Term Municipal Trust.
Section 2. Definitions.
Wherever used herein, unless otherwise required by the context or
specifically provided:
(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of the third sentence of Section 2(a)(42) of the 1940 Act,
whichever may be applicable) and "Principal Underwriter" shall have the
meanings given them in the Investment Company Act of 1940, as amended
from time to time;
(b) The "Trust" refers to Short-Term Municipal Trust;
(c) "Accumulated Net Income" means the accumulated net income of
the Trust determined in the manner provided or authorized in Article X,
Section 3;
(d) "Class" refers to a class of Shares established and designated
under or in accordance with the provisions of Article III;
(e) "Series" refers to a series of Shares established and
designated under or in accordance with the provisions of Article III;
(f) "Series Company refers to the form of a registered open-end
investment company described in Section 1?(f)(2) of the 1940 Act or in
any successor statutory provision;
(g) "Shareholder" means a record owner of Shares of any Series or
Class;
(h) The "Trustees" refer to the individual Trustees in their
capacity as Trustees hereunder of the Trust and their successor or
successors for the time being in office as such Trustees;
(i) "Shares" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to
time, or if more than on Series or Class of Shares is authorized by the
Trustees, the equal proportionate units into which each Series of Class
of Shares shall be divided from time to time and includes fractions of
Shares as well as whole Shares; and
(j) The "1940 Act" refers to the Investment Company Act of 1940,
and the Rules and Regulations thereunder, (including any exemptions
granted thereunder) as amended from time to time.

ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source of
managed investments primarily in securities.

ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
The beneficial interest in the Trust shall be at all times be divided into
transferable Shares, without par value. Subject to the provision of Section 5
of this Article III, each Share shall have voting rights as provided in
Article VIII hereof, and holders of the Shares of any Series shall be entitled
to receive dividends, when and as declared with respect thereto in the manner
provided in Article X, Section 1 hereof. The Shares of any Series may be
issued in two or more Classes, as the Trustees may authorized pursuant to
Article XII, Section 8 hereof. Unless the Trustees have authorized the
issuance of Shares of a Series in two or more Classes, each Shares of a Series
shall represent an equal proportionate interest in the assets and liabilities
of the Series with each other Share of the same Series, none having priority
or preference over another. If the Trustees have authorized the issuance of
Shares of a Series in two or more Classes, then the Classes may have such
variations as to dividend, redemption, and voting rights, net asset values,
expenses borne by the Classes, and other matters as the Trustees have
authorized provided that each Share of a Class shall represent an equal
proportionate interest in he assets and liabilities of the Class with each of
Share of the same Class, none having priority or preference over another. The
number of Shares authorized shall be unlimited. The Trustees may from time to
time divide or combine the outstanding Shares into a greater or lesser number
without thereby changing the proportionate beneficial interest in the Series
or Class.
Sections 2. Ownership of Shares.
The ownership of Shares shall be recorded in the books of the Trust or a
transfer agent which books shall be maintained separately for the Shares of
each Series or Class.. The Trustees may make such rules as they consider
appropriate for the transfer of shares and similar matters. The record books
of the Trust or any transfer agent, as the case may be, shall be conclusive as
to who are the Shareholders of each Series or Class, and as to the number of
each Series or Class held from time to time by each.
Section 3. Investment in the Trust.
The Trustees shall accept investments in the Trust from such persons and
on such terms as they may from time to time authorize. After the date of the
initial contribution of capital (which shall occur prior to the initial public
offering of Shares of the Trust), the number of Shares to represent the
initial contribution shall be considered as outstanding and the amount
received by the Trustees on account of the contribution shall be treated as an
asset of the Trust. Subsequent to such initial contribution shall be
considered as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust. Subsequent to
such initial contribution of capital, Shares (including Shares which may have
been redeemed or repurchased by the Trust) may be issued or sold at a price
which will net the Trust, before paying any taxes in connection with such
issue or sale, not less than the net asset value (as defined in Article X,
Section 4) thereof; provided, however, that the Trustee may in their
discretion impose a sales charge upon investments in the Trust.
Section 4. No Pre-Emptive Rights.
Shareholders shall have no pre-emptive or other right to subscribe to
additional Shares or other securities issued by the Trust or the Trustees.
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article XII,
Section 8, inter alia, to establish and designate any additional series or
class or to modify the rights and preferences of any existing Series or Class,
the initial series shall be, and is established and designated as, Short-Term
Municipal Trust.
Shares of any Series or Class established in this Section 5 shall have
the following relative rights and preferences:
(a) Assets belonging to Series or Class. All consideration
received by the Trust for the issue or sale of Shares of a particular
Series or Class, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds
thereof from whatever source derived, including, without limitation, any
proceeds derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to that Series
or Class for all purposes, subject only to the rights of creditors, and
shall be so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits and proceeds thereof,
from whatever source derived, including, without limitation, any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from and reinvestment of such proceeds, in
whatever form the same may be, are herein referred to as "assets
belonging to" that Series or Class. In the event that there are any
assets, income, earnings, profits and proceeds thereof, funds or payments
which are not readily identifiable as belonging to any particular Series
or Class (collectively "General Assets"), the Trustees shall allocate
such General Assets to, both on or among any one or more of the Series or
Classes established and designated from time to time in such manner and
on such basis as they, in their sole discretion, deem fair and equitable,
and any General Assets so allocated to a particular Series or Class shall
belong to that Series or Class. Each such allocation by the Trustees
shall be conclusive and binding upon the Shareholders of all Series or
Classes for all purposes.
(b) Liabilities Belonging to Series or Class. The asset belonging
to each particular Series or Class shall be charged with the liabilities
of the Trust in respect to that Series or Class and all expenses, costs,
charges and reserves attributable to that Series or Class, and any
general liabilities of the Trust which are not readily identifiable as
belonging to any particular Series or Class shall be allocated and
charged by the Trustees to and among any one or more of the Series or
Classes established and designated from time to time in such manner and
on such basis as the Trustees in their sole discretion deem fair and
equitable. The liabilities, expenses, costs, charges and reserves so
charged to a Series or Class are herein referred to as "liabilities
belonging to" that Series or Class. Each allocation of liabilities
belonging to a Series or Class by the Trustees shall be conclusive and
binding upon the Shareholders of all Series or Classes for all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases and
Indemnification. Notwithstanding any other provision of this
Declaration, including, without limitation, Article X, no dividend or
distribution (including, without limitation, any distribution paid upon
termination of the Trust or of any Series or Class) with respect to, nor
any redemption or repurchase of the Shares of any Series or Class shall
be effected by the Trust other than from the assets belonging to such
Series or Class, not except as specifically provided in Section 1 of
Article XI hereof, shall any Shareholder of any particular Series or
Class otherwise have any right or claim against the assets belonging to
any other Series or Class except to the extent that such Shareholder has
such a right or claim hereunder as a Shareholder of such other Series or
Class.
(d) Voting. Notwithstanding any of the other provisions of this
Declaration, including, without limitation, Section 1 of Article VIII,
only Shareholders of a particular Series or Class shall be entitled to
vote on any matters affecting such Series or Class. Except with respect
to matters as to which any particular Series or Class is affected, all of
the Shares of each Series or Class shall, on matters as to which such
Series or Class is entitled to vote, vote with other Series or Classes so
entitled as a single class. Notwithstanding the foregoing, with respect
to matters which would otherwise be voted on by two or more Series or
Classes as a single class, the Trustees may, in their sole discretion,
submit such matters to the Shareholders of any or all such Series or
Classes separately.
(e) Fraction. Any fractional Share of a Series or Class shall
carry proportionately all the rights and obligations of a whole Share of
that Series or Class, including rights with respect to voting, receipt of
dividends and distributions, redemption of Shares and termination of the
Trust or of any Series or Class.
(f) Exchange Privileges. The Trustees shall have the authority to
provide that the holders of Shares of any Series or Class shall have the
right to exchange said Shares for Shares of one or more other Series or
Classes in accordance with such requirements and procedures as may be
established by the Trustees.
(g) Combination of Series or Classes. The Trustees shall have the
authority, without the approval of the Shareholders of any Series or
Class, unless otherwise required by applicable law, to combine the assets
and liabilities belonging to a single Series or Class with the assets and
liabilities of one or more other Series or Classes.
(h) Elimination of Series or Classes. At any time that there are
no Shares outstanding of any particular Series of Class previously
established and designated, the Trustees may amend this Declaration of
Trust to abolish that Series or Class and to rescind the establishment
and designation thereof.

ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust.
The business and affairs of the Trust shall be managed by the Trustees,
and they shall have all powers necessary and desirable to carry out that
responsibility. The Trustees who shall serve until the election of Trustees
at the 1981 Meeting of Shareholders shall be John F. Donahue, Richard B.
Fisher, J. Joseph Maloney, Jr., Wesley W. Posvar, Edward E. Smuts, Thomas J.
Donnelly, Glen R. Johnson, Gregor F. Meyer, and Edward L. Flaherty, Jr.
Section 2. Election of Trustees at Meeting of Shareholders.
In the year 1981, on a date fixed by the Trustees, which shall be
subsequent to the initial public offering of Shares of the Trust, the
Shareholders shall elect Trustees. The number of Trustees shall be determined
by the Trustees pursuant to Article IV, Section 6.
Section 3. Term of Office of Trustees.
The Trustees shall hold office during the lifetime of this Trust, and
until its termination as hereinafter provided; except (a) that any Trustee may
resign his trust by written instrument signed by him and delivered to the
other Trustees, which shall take effect upon such delivery or upon such later
date as is specified therein; (b) that any Trustee may be removed at any time
by written instrument signed by at least two-thirds of the number of Trustees
prior to such removal, specifying the date when such removal shall become
effective; (c) that any Trustee who requests in writing to be retired or who
has become mentally or physically incapacitated may be retired by written
instrument signed by a majority of the other Trustees, specifying the date of
his retirement; and (d) a Trustee may be removed at any special meeting of
Shareholders of the Trust by a vote of two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of Trustees.
In case of the death, resignation, retirement, removal or mental or
physical incapacity of any of the Trustees, or in the case a vacancy shall, by
reason of an increase in number, or for any other reason, exist, the remaining
Trustees shall fill such vacancy by appointing such other person as they in
their discretion shall see fit. Such appointment shall be effected by the
signing of a written instrument by a majority of the Trustees in office.
Within three months of such appointment, the Trustees shall cause notice of
such appointment to be mailed to each Shareholder at his address as recorded
on the books of the Trust. An appointment of a Trustee may be made by the
Trustees then in office and notice thereof mailed to Shareholders as aforesaid
in anticipation of a vacancy to occur by reason of retirement, resignation or
increase in number of Trustees effective at a later date, provided that said
appointment shall become effective only at or after the effective date of said
retirement, resignation or increase in number of Trustees. As soon as any
Trustee so appointed shall have accepted this Trust, the trust estate shall
vest in the new Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance, and he shall be deemed a Trustee
hereunder. Any appointment authorized by this Section is subject to the
provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee.
Any Trustee may, by power of attorney, delegate his power for a period
not exceeding six months at any one time to any other Trustee or Trustees,
provided that in no case shall less than two of the Trustees personally
exercise the other power hereunder except as herein otherwise expressly
provided.
Section 6. Number of Trustees.
The number of Trustees, not less than three (3) nor more than twenty (20)
serving hereunder at any time shall be determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled or while any Trustee is absent from the Commonwealth of
Massachusetts or, if not a domiciliary of Massachusetts, is absent from his
state of domicile, or is physically or mentally incapacitated, the other
Trustees shall have all the powers hereunder and the certificate signed by a
majority of the other Trustees of such vacancy, absence or incapacity, shall
be conclusive, provided, however, that no vacancy which reduces the number of
Trustees below three (3) shall remain unfilled for a period longer than six
calendar months.
Section 7. Effect of Death, Resignation, etc. of a Trustee.
The death, resignation, retirement, removal, or mental or physical
incapacity of the Trustee, or any one of them, shall not operate to annul the
Trust or to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.
Section 8. Ownership of the Trust.
The assets belonging to each Series or Class shall be held separate and
apart from any assets now or hereafter held in any capacity other trustee
hereunder by the Trustees or any successor Trustee. All of the assets
belonging to each Series or Class or owned by the Trust shall at all times be
considered as vested in the Trustees. No Shareholder shall be deemed to have
a severable ownership in any individual asset belonging to any Series or Class
or owned by the Trust or any right of partition or possession thereof, but
each Shareholder shall have a proportionate undivided beneficial interest in a
Series or Class.

ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers.
The Trustees in all instances shall act as principals, and are and shall
be free from the control of the Shareholders. The Trustees shall have full
power and authority to do any and all acts and to make and execute any and all
contracts and instruments that they may consider necessary or appropriate in
connection with the management of the Trust or a Series or Class. The
Trustees shall not be bound or limited by present or future laws or customs in
regard to trust investment, but shall have full authority and power to make
any and all investment which they, in their uncontrolled discretion, shall
deem proper to accomplish the purpose of this Trust. Without limiting the
foregoing, the Trustees shall have the following specific powers and
authority, subject to any applicable limitation in this Declaration of Trust
or in the By-Laws of the Trust.
(a) To buy, and investment funds in their hands in, securities
including, but not limited to, common stocks, preferred stocks, bonds,
debentures, warrants and rights to purchase securities, certificates of
beneficial interest, money market instruments, note or other evidences of
indebtedness issued by corporations, trusts or associations, domestic or
foreign, or issued or guaranteed by the United States of America or any
agency or instrumentality thereof, by the government of any foreign
country, by any State of the United states, or by any political
subdivision or agency or instrumentality of any State or foreign country,
or in "when-issued" or "delayed-delivery" contracts for any such
securities, or in any repurchase agreement (agreements under which the
seller agrees at the time of sale to repurchase the security at an agreed
time and price), or retain assets belonging to each and every Series or
Class in cash, and from time to time change the investment of the assets
belonging to each Series or Class;
(b) To adopt By-Laws not inconsistent with the Declaration of Trust
providing for the conduct of the business of the Trust and to amend and
repeal them to the extent that they do not reserve the right to the
Shareholders;
(c) To elect and remove such officers and appoint and terminate
such agents as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company as
custodian of any assets belonging to any Series or Class subject to any
conditions set forth in this Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents, dividend
disbursing agents, Shareholder servicing agents, investment advisers,
sub-investment advisers, principal underwriters, administrative service
agents, and such other agents as the Trustees may from time to time
appoint or otherwise engage;
(f) To provide for the distribution of interests of any Series or
Class either through a principal underwriter in he manner hereinafter
provided for or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter provided for;
(h) To delegate such authority as they consider desirable to a
committee or committees composed of Trustees, including without
limitations, an executive Committee, or to any officers of the Trust and
to any agent, custodian or underwriter;
(i) To sell or exchange any or all of the assets belonging to one
or more Series or Classes, subject to the provisions of Article XII,
Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees shall
deem proper;
(k) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form; or
either in its own name or in the name of a custodian or a nominee or
nominees, subject in either case to proper safeguards according to the
usual practice of Massachusetts trust companies or investment companies;
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern,
any security of which belongs to any Series or Class; to consent to any
contract, lease, mortgage, purchase, or sale of property by such
corporation or concern, and to pay calls or subscriptions with respect to
any security which belongs to any Series or Class;
(n) To engage in and to prosecute, compound, compromise, abandon,
or adjust, by arbitration, or otherwise, any actions, suits, proceedings,
disputes, claims, demands, and things relating to the Trust, and out of
the assets of the Trust to pay, or to satisfy, any debts, claims or
expenses incurred in connection therewith, including those of litigation,
upon evidence that the Trustees may deem sufficient (such powers shall
include without limitations any actions, suits, proceedings, disputes,
claims demands and things relating to the Trust wherein any of the
Trustees may be named individually and the subject matter of which arises
by reason of business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for;
(p) To borrow money but only as a temporary measure for the
extraordinary or emergency purposes and then (a) only in amounts not in
excess of 5% of the value of its total assets or (b) in any amount up to
one-third of the value of its total assets, including the amount
borrowed, in order to meet redemption requests without immediately
selling any portfolio securities. The Trustees shall not pledge,
mortgage or hypothecate the assets of the Trust.
(q) From time to time to issue and sell the Shares of any Series or
Class either for cash or for property whenever and in such amounts as the
Trustee may deem desirable, but subject to the limitation set forth in
Section 3 of Article III.
(r) To purchase insurance of any kind, including, without
limitation, insurance on behalf of any person who is or was a Trustee,
Officer, employee or agent of the Trust, or is or was serving at the
request of the trust as a Trustee, Director, Officer, agent or employee
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such.
No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
The Trustees shall have all of the powers set forth in this Section 1
with respect to all assets and liabilities of each Series and Class.
Section 2. Principal Transactions.
The Trustees shall not cause the Trust on behalf of any Series or Class
to buy any securities (other than Shares) from or sell any securities (other
than Shares) to, or lend any assets belonging to any Series or Class to, any
Trustee or officer or employee of the Trust or any firm of which any such
Trustee or officer is a member acting as principal unless permitted by the
1940 Act, but the Trust may employ any such other party or any such person or
firm or company in which any such person is an interested person in any
capacity not prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders.
Any Trustee, officer or other agent of the Trust or any Series or Class
may acquire, own and dispose of shares of any Series or Class to the same
extent as if he were not a Trustee, officer or agent; and the Trustees may
issue and sell or cause to be issued or sold Shares of any Series or Class to
any buy such Shares from any such person or any firm or company in which he is
an interested person subject only to the general limitations herein contained
as to the sale and purchase of such Shares; and all subject to any
restrictions which may be contained in the By-Laws.
Section 4. Parties to Contract.
The Trustees may enter into any contract of the character described in
Section 1, 2, 3, or 4 of Article VII or in Article IX hereof or any other
capacity not prohibited by the 1940 Act with any corporation, firm, trust or
association, although one or more of the shareholders, Trustees, officers,
employees or agents of the Trust or any Series or Class or their affiliates
may be an officer, director, Trustee, shareholder or interested person of such
other party to the contract, and no such contract shall be invalidated or
rendered voidable by reason of the existence of any such relationship, nor
shall any person holding such relationship be liable merely by reason of such
relationship for any loss or expense to the Trust or any Series or Class under
or by reason of said contract or accountable for any profit realized directly
or indirectly therefrom, in the absence of actual fraud. The same person
(including a firm, corporation, trust or association) may be the other party
to contracts entered into pursuant to Sections 1, 2, 3 and 4 of Article VII
or Article IX or any other capacity deemed legal under the 1940 Act, and any
individual may be financially interested or otherwise an interested person of
persons who are parties to any or all of the contracts mentioned in this
Section 4.

ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement.
The Trustees shall be reimbursed from the assets belonging to each
particular Series of Class for all of their expenses as such expenses are
allocated to and among any one or more of the Series or Classes pursuant to
Article III, Section 5(b), including, without limitation, expenses of
organizing the Trust or any Series or Class and continuing its or their
existence; fees and expenses of Trustees and Officers of the Trust; fees for
investment advisory services, administrative services and principal
underwriting services provided for in Article VII, Sections 1, 2 and 3; fees
and expenses of preparing and printing its Registration Statements under the
Securities Act of 1933 and the Investment Company Act of 1940 and any
amendments thereto; expenses of registering and qualifying the Trust and any
Series or Class under federal and state laws and regulations; expenses of
preparing, printing and distributing prospectuses and any amendments thereof
sent to shareholders underwriters, broker-dealers and to investors who may be
considering the purchase of shares; expenses of registering, licensing or
other authorization of the Trust or any Series or Class as a broker-dealer
and of its Officers as agents and salesmen under federal and state laws and
regulations; interest expense, taxes, fees and commissions o f every kind;
expenses of issue (including cost of share certificates), repurchase and
redemption of shares, including expenses attributable to a program of periodic
issue; charges and expenses of custodians, transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars; printing and
mailing costs; auditing, accounting and legal expenses; reports to
shareholders and governmental officers and commissions; expenses of meetings
of shareholders and proxy solicitations therefor; insurance expenses;
association membership dues and nonrecurring items as may arise, including all
losses and liabilities by them incurred in administering the Trust, including
expenses incurred in connection with litigation, proceedings and claims and
the obligations of the Trust under Article XI, hereof to indemnify its
Trustees, Officers, employees, shareholders and agents, and for the payment of
such expenses, disbursements mental officers and commissions; expenses of
meetings of shareholders and proxy solicitations therefor; insurance expenses;
association membership dues and nonrecurring items as may arise, including all
losses and liabilities by them incurred in administering the Trust and any
Series or Class, including expenses incurred in connection with litigation,
proceedings and claims and the obligations of the Trust under Article XI,
hereof to indemnify its Trustees, Officers, employees, shareholders and
agents, and for the payment of such expenses, disbursements, losses and
liabilities, the Trustees shall have a lien on the assets belonging to each
Series or Class prior to any rights or interests of the Shareholders thereto.
This section shall not preclude the Trust from directly paying any of the
aforementioned fees and expenses.
Section 2. Trustee Compensation.
The Trustees shall be entitled to compensation from the Trust from the
assets belonging to any Series or Class for their respective services as
Trustees, to be determined from time to time by a vote of the Trustees, and
the Trustees shall also determine the compensation of all Officers,
consultants and agents whom they may elect or appoint. The Trust may pay out
of the assets belonging to any Series or Class any Trustee or any corporation,
firm, trust or association of which a Trustee is an interested person for
services rendered to the Trust in any capacity not prohibited by the 1940 Act,
and such payments shall not be deemed compensation for services as a Trustee
under the first sentence of this Section 2 of Article VI.

ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Adviser.
Subject to a Majority Shareholder Vote by the relevant Series or Class, the
Trustees may in their discretion from time to time enter into an investment
advisory contract whereby the other party to such contract shall undertake to
furnish the Trustees investment advisory services for such Series or Class
upon such terms and conditions and for such compensation as the Trustees may
in their discretion determine. Subject to a Majority Shareholder Vote by the
relevant Series or Class, the investment adviser may enter into a sub-
investment advisory contract to receive investment advice, statistical and
factual information from the sub-investment adviser for such Series or Class
upon such terms and conditions and for such compensation as the Trustees may
in their discretion agree to. Notwithstanding any provision of this
Declaration of Trust, the Trustees may authorize the investment adviser or
sub-investment adviser or any person furnishing administrative personnel and
services as set forth in Article VII, Section 2 (subject to such general or
specific instructions as the Trustees may from time to time adopt) to effect
purchases, sales or exchanges of portfolio securities belonging to a Series or
Class on behalf of the Trustees or may authorize any officer or Trustee to
effect such purchases, sales, or exchanges pursuant to recommendations of the
investment adviser (and all without further action by the Trustees). Any such
purchases, sales and exchanges shall be deemed to have been authorized by the
Trustees. The Trustees may also authorize the investment adviser to determine
what firms shall be employed to effect transactions in securities for the
account of s Series or Class and to determine what firms shall participate in
any such transaction or shall share in commission or fees charged in
connection with such transactions.
Section 2. Administrative Services.
The Trustees may in their discretion from time to time contract for
administrative personnel and services whereby the other party shall agree to
provide the Trustees administrative personnel and services to operate the
Trust or a Series or Class on a daily basis, on such terms and conditions as
the Trustees may in their discretion determine. Such services may be provided
by one or more entities.
Section 3. Principal Underwriter.
The Trustees may in their discretion from time to time enter into an
exclusive or nonexclusive contract or contracts providing for the sale of the
Shares of a Series or Class to net such Series or Class not less than the
amount provided in Article III, Section 3 hereof, whereby a Series or Class
may either agree to sell the Shares to the other party to the contract or
appoint such other party its sales agent for such shares. In either case, the
contract shall be on such terms and conditions as the Trustees may in their
discretions determine not inconsistent with the provisions of this Article
VII; and such contract may also provided for the repurchase or sale of Shares
of a Series or Class by such other party as principal or as agent of the Trust
and may provide that the other party may maintain a market for shares of a
Series or Class.
Section 4. Transfer Agent.
The Trustees may in their discretion from time to time enter into
transfer agency and shareholder services contracts whereby the other party
shall undertake to furnish the Trustees transfer agency and shareholder
services. The contracts shall be on such terms and conditions as the Trustees
may in their discretion determine not inconsistent with the provisions of this
Declaration of Trust or of the By-Laws. Such services may be provided by one
or more entities.
Section 5. Provisions and Amendments.
Any contract entered into pursuant to Sections 1 or 3 of this Article VII
shall be consistent with and subject to the requirements of Section 15 of the
1940 Act (including any amendments thereof or other applicable Act of Congress
hereafter enacted) with respect to its continuance in effect, its termination,
and the method of authorization and approval of such contract or renewal
thereof.

ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
The Shareholders shall have power to vote (i) for the election of
Trustees as provided in Article IV, Section 2; (ii) for the removal of
Trustees as provided in Article IV, Section 3(d); (iii) with respect to any
investment adviser or sub-investment advisers as provided in Article VII,
Section 1; (iv) with respect to the amendment of this Declaration of Trust as
provided in Article XII, Section 7; (v) to the same extent as the shareholders
of a Massachusetts business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Trust or the Shareholders; and (vi) with respect to
such additional matters relating to the Trust as may be required by law, by
this Declaration of Trust, or the By-Laws of the Trust or any regulation of
the Trust with the Commission or any State, or as the Trustees may consider
desirable. Each whole Shares shall be entitled to one vote as to any matter
on which it is entitled to vote, and each fractional Shares shall be entitled
to a proportionate fractional vote. There shall be no cumulative voting in
the election of Trustees. Shares may be voted in person or by proxy. Until
Shares of a Series or Class are issued, the Trustees may exercise all rights
of Shareholders of such Series or Class with respect to matters affecting such
Series or Class, and may take any action with respect to the Trust or such
Series or Class required or permitted by law, this Declaration of Trust or any
By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings.
A Shareholders meeting shall be held as specified in Section 2 of Article
IV at the principal office of the Trust or such other place as the Trustees
may designate. Special meetings of the Shareholders may be called by the
Trustees or the Chief Executive Officer of the Trust and shall be called by
the Trustees upon the written request of Shareholders owning at least one-
tenth of the outstanding Shares entitled to vote. Shareholders shall be
entitled to at least fifteen days' notice of any meeting.
Section 3. Quorum and Required Vote. Except as otherwise provided by
law, to constitute a quorum for the transaction of any business at any meeting
of Shareholders there must be present, in person or by proxy, holders of one-
fourth of the total number of Shares of the Trust then outstanding and
entitled to vote at such meeting. When any one or more Series or Classes is
entitled to vote as a single Series or Class, one-fourth of the shares of each
such Series or Class entitled to vote shall constitute a quorum at a
Shareholder's meeting of that Series or Class. If a quorum, as above defined,
shall not be present for the purpose of any vote that may properly come before
the meeting, the Shareholders present in person or by proxy and entitled to
vote at such meeting on such matter holding a majority of the Shares present
entitled to vote on such matter may by vote adjourn the meeting from time to
time to be held at the same place without further notice than by announcement
to be given at the meeting until a quorum, as above defined, entitled to vote
on such matter shall be present, whereupon any such matter may be voted upon
at the meeting as thought held when originally convened. Subject to any
applicable requirement of law or of this Declaration of Trust or the By-Laws,
a plurality of the votes cast shall elect a Trustee and all other matters
shall be decided by a majority of the votes casted entitled to vote thereon.
Section 4. Additional Provisions.
The By-Laws may include further provisions for Shareholders' votes and
meeting and related matters.

ARTICLE IX
CUSTODIAN
Section 1. Appointment and Duties.
The Trustee shall appoint or otherwise engage a bank or trust company
having an aggregate capital, surplus and undivided profits (as shown in its
last published report) of at least two million dollars ($2,000,000) as
custodian with authority as its agents, but subject to restrictions,
limitations and other requirements, if any, as may be contained in he By-Laws
of the Trust:
(1) To receive and hold the securities owned by the Trust and
deliver the same upon written order;
(2) To receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct; and
(3) To disburse such funds upon orders or vouchers;
(4) To keep the books and accounts of the Trust and furnish
clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees, the
Accumulated Net Income of the Trust and the net asset value of the Shares
in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the
custodian shall deliver and pay over all property of the Trust held by it as
specified in such vote.
The Trustees may also authorize the custodian to employ one or more sub-
custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between
the custodian and such sub-custodian and approve by the Trustees, provided
that in every case such sub-custodian shall be a bank or trust company
organized under the laws of the United States or one of the states thereof and
having an aggregate capital, surplus and undivided profits (as shown in its
last published report) of at least two million dollars ($2,000,000).
Section 2. Central Certificate System.
Subject to such rules, regulations and orders as the Commission may adopt, the
Trustees may direct the custodian to deposit all or any part of the securities
owned by the Trust or any Series in a system for the central handling of
securities established by a national securities exchange or a national
securities association registered with the Commission under the Securities
Exchange Act of 1934, or such other person as may be permitted by the
Commission or otherwise in accordance with the 1940 Act as from time to time
amended, pursuant to which system all securities of any particular class or
series of any issuer deposited within the system are treated as favorable and
may be transferred or pledged by bookkeeping entry without physical delivery
of such securities, provided that all such deposits shall be subject to
withdrawal only upon the order of the custodian at the direction of the
Trustees.

ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may from time to time declare and pay dividend, and the
amount of such dividends and the payment of them shall be wholly in the
discretion of the Trustees. Such dividends may be accrued and automatically
reinvested in addition Shares (or fractions thereof) of the relevant Series or
Class or paid in cash or additional Shares of such Series or Class, all upon
such terms and conditions as the Trustees may prescribe.
(b) The Trustees may distribute in respect of any fiscal year as
ordinary dividends and as capital gains distributions, respectively, amounts
sufficient to enable any Series or Class to qualify as a regulated investment
company to avoid and liability for federal income taxes in respect of that
year.
(c) The decision of the Trustees as to what, in accordance with good
accounting practice, is income and what is principal shall be final, and
except as specifically provided herein, the decision of the Trustees as to
what expenses and charges of any Series or Class shall be charged against
principal and what against the income shall be final. Any income not
distributed in any year may be permitted to accumulate and as long as not
distributed may be invested from time to time in the same manner as the
principal funds of any Series or Class.
(d) The Trustees shall have power, to the fullest extent permitted by
the laws of Massachusetts, at any time, or from time to time, to declare and
cause to be paid dividends on any Series or Class, which dividends, at the
election of the Trustees, may be accrued, automatically reinvested in
additional Shares (or fractions thereof) of the relevant Series or Class or
paid in cash or additional Shares of the relevant Series or Class, all upon
such terms and conditions as the Trustees may prescribe.
(e) Anything in this instrument to the contrary notwithstanding the
Trustees may at any time declare and distribute a dividend consisting of
shares of the Trust.
(f) All dividends and distributions on Shares of a particular Series or
Class shall be distributed pro rata to the holders of that Series or Class in
proportion to the number of Shares of that Series or Class held by such
holders and recorded on the books of the Trust or its transfer agent at the
date and time of record established for that payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or Class at any time
desires to dispose of Shares of such Series or Class recorded in his name, he
may deposit a written request (or such other form of request as the Trustees
may from time to time authorize) requesting that the Trust purchase his
Shares, together with such other instruments or authorizations to effect the
transfer as the Trustees may from time to time require, at the office of the
Custodian, and the Trust shall purchase his Shares out of assets belonging to
such Series or Class. The purchase price shall be the net asset value of his
shares reduced by any redemption charge as the Trustees may from time to time
determine.
Payment for such Shares shall be made by the Trust to the Shareholder of
record within that time period required under the 1940 Act after the request
(and, if required, such other instruments or authorizations of transfer) is
deposited, subject to the right of the Trustees to postpone the date of
payment pursuant to Section 5 of this Article X. If the redemption is
postponed beyond the date on which it would normally occur by reason of a
declaration by the Trustees suspending the right of redemption pursuant to
Section 5 of this Article X, the right of the Shareholder to have his Shares
purchased by the Trust shall be similarly suspended, and he may withdraw his
request (or such other instruments or authorizations of transfer) from deposit
if he so elects; or, if he does not so elect, the purchase prices shall be the
net asset value of his Shares determined next after termination of such
suspension (reduced by any redemption charge), and payment therefor shall be
made within the time period required under the 1940 Act.
(b) The Trust may purchase Shares of a Series or Class by agreement with
the owner thereof (1) at a price not exceeding the net asset value per Share
determined next after the purchase or contract of purchase is made or (2) at a
price not exceeding the net asset value per Share determined at some later
time.
(c) The Trust may pay the purchase price (reduced by any redemption
charge) in whole or in part by a distribution in kind of securities from the
portfolio of the relevant Series or Class, taking such securities at the same
value employed in determining net asset value, and selecting the securities in
such manner as the Trustees may deem fair and equitable.
Section 3. Determination of Accumulated Net Income.
The Accumulated Net Income of any Series or Class of the Trust shall be
determined by or on behalf of the Trustees at such time or times as the
Trustees shall in their discretion determine. Such determination shall be
made in accordance with generally accepted accounting principles and practices
and may include realized and/or unrealized gains from the sale or other
disposition of securities or other property of the relevant Series. The power
and duty to determine Accumulated Net Income for any Series or Class may be
delegated by the Trustees from time to time to one or more of the Trustee of
officers of the Trust, to the other party to any contract entered into
pursuant to Section 1 or 2 of Article VII, or to the custodian or to a
transfer agent.
Section 4. Net Asset Value of Shares.
The net asset value of each Share of a Series or Class outstanding shall
be determined at least once on each business day by or on behalf of the
Trustees. The power and duty to determine net asset value may be delegated by
the Trustees from time to time to one or more of the Trustees or Officers of
the Trust, to the other party to any contract entered into pursuant to Section
1 or 2 of Article VII or to the custodian or to a transfer agent.
The net asset value of each Share of a Series or Class as of any
particular time shall be the quotient (adjusted to the nearer cent) obtained
by dividing the value, as of such time, of the net assets belonging to such
Series or Class (i.e., the value of the assets belonging to such Series or
Class less its liabilities exclusive of capital and surplus) by the total
number of Shares outstanding of the Series or Class at such time in accordance
with the requirements of the 1940 Act and applicable provisions of the By-
Laws of the Trust in conformity with generally accepted accounting practices
and principles.
The Trustees may declare a suspension of the determination of net asset
value for the whole or any part of any period in accordance with the 1940 Act.
Section 5. Suspension of the Right of Redemption.
The Trustees may declare a suspension of the right of redemption or
postpone the date of payment for the whole or any part of any period in
accordance with the Investment Company Act of 1940.
Section 6. Trust's Right to Redeem Shares.
The Trust shall have the right to cause the redemption of Shares or any
Series or Class in any Shareholder's account for their then current net asset
value (which will by promptly paid to the Shareholder in cash), if at any time
the total investment in the account does not have a minimum dollar value
determined from time to time by the Trustees in their sole discretion. Shares
of any Series or Class of the Trust are redeemable at the option of the Trust
if, in the opinion of the Trustees, ownership of Trust Shares has or may
become concentrated to an extent which would cause the Trust or any Series to
be a personal holding company within the meaning of the Federal Internal
Revenue Code (and thereby disqualified under Sub-chapter M of said Code); in
such circumstances the Trust may compel redemption of Shares of such Series or
Class, reject any order for the purchase of Shares or refuse to give effect to
the Transfer of Shares.

ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of
Shareholders.
The Trustees, officers, employees or agents of the Trust shall have not
power to bind any Shareholder or any Series or Class personally or to call
upon any Shareholder for the payment of any sum of money or assessment
whatsoever, other than such as the Shareholder may at any time agree to pay by
way of subscription to any Shares or otherwise.
No Shareholder or former Shareholder of any Series or Class shall be
liable solely by reason of his being or having been a Shareholder for any
debt, claim, action, demand, suit, proceeding, judgment, decree, liability or
obligation of any kind, against, or with respect to the Trust arising out of
any action taken or omitted for or on behalf of the Trust, and the Trust shall
be solely liable therefor and resort shall be had solely to the Trust property
for the payment or performance thereof.
Each Shareholder or former Shareholder of any Series or Class (or their
heirs, executors, administrators or other legal representatives or, in case of
a corporate entity, its corporate or general successor) shall be entitled to
indemnity and reimbursement out of the Trust property to the full extent of
such liability and the costs of any litigation or other proceedings in which
such liability shall have been determined, including, without limitation, the
fees and disbursements of counsel if, contrary to the provisions hereof, such
Shareholder or former Shareholder of such Series or Class shall be held to
personally liable. Such indemnification and reimbursement shall come
exclusively from the assets of the relevant Series or Class.
The Trust shall, upon request by the Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust or any Series or Class and satisfy any judgment
thereon.
Section 2. Limitation of Personal Liability of Trustees, Officers,
Employees or Agents of the Trust.
No Trustee, officer, employee or agent of the Trust shall have the power
to bind any other Trustee, officer, employee or agent of the Trust personally.
The Trustees, officers, employees or agents of the Trust incurring any debts,
liabilities or obligations, or in taking or omitting any other actions for or
in connection with the Trust are, and each shall be deemed to be, acting as
Trustee, officer, employee or agent of the Trust and not in his own individual
capacity.
Provided they have acted under the belief that their actions are in the
best interest of the Trust, the Trustees and officers shall not be responsible
for or liable in any event for neglect or wrongdoing by them or any officer,
agent, employee, investment adviser or principal underwriter of the Trust or
of any entity providing administrative services for the Trust, but nothing
herein contained shall protect any Trustee or officer against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.
Section 3. Express Exculpatory Clauses and Instruments.
The Trustees shall use every reasonable means to assure that all persons
having dealings with the Trust or any Series or Class shall be informed that
the property of the Shareholders and the Trustees, officers, employees and
agents of the Trust shall not be subject to claims against or obligations of
the Trust to any extent whatsoever. The Trustees shall cause to be inserted
in any written agreement, undertaking or obligation made or issued on behalf
of the Trust or any Series or Class (including certificates for Shares of any
Series or Class) an appropriate reference to this Declaration, providing that
neither the Shareholders, the Trustees, the officers, the employees nor any
agent of the Trust or any Series or Class shall be liable thereunder, and that
the other parties to such instrument shall look solely to the assets belonging
to the relevant Series or Class for the payment of any claim thereunder or for
the performance thereof; but the omission of such provisions from any such
instrument shall not render any Shareholder, Trustee, officer, employee or
agent liable, nor shall the Trustee, or any officer, agent or employee of the
Trust or any Series or Class be liable to anyone for such omission. If,
notwithstanding this provision, any Shareholder, Trustee, officer, employee or
agent shall be held liable to any other person by reason of the omission of
such provision from any such agreement, undertaking or obligation, the
Shareholder, Trustee, officer, employee or agent shall be entitled to
indemnity and reimbursement out of the Trust property as provided in this
Article XI.
Section 4. Indemnification of Trustees, Officers, Employees and Agents.
(a) Every person who is or has been a Trustee, officer, employee or
agent of the Trust and persons who serve at the Trust's request as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall be indemnified by the Trust to fullest extent
permitted by law against liability and against all expenses reasonable
incurred or paid by him in connection with any debt, claim, action, demand,
suit proceeding, judgment, decree, liability or obligation of any kind in
which he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee, officer, employee or agent of the Trust or of another
corporation, partnership, joint venture, trust or other enterprise at the
request of the Trust and against amounts paid or incurred by him in the
settlement thereof.
(b) The words "claim," "action," "suit" or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal, administrative,
legislative, investigative or other, including appeals), actual or threatened,
and the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Trustee,
officer, employee or agent against any liability to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
(d) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust or any Series, shall be severable, shall
not affect any other rights to which any Trustee, officer, employee or agent
may no on hereafter be entitled, shall continue as to a person who has ceased
to be such Trustee, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 4 may be paid by the Trust or any Series prior
to final disposition thereof upon receipt of an undertaking by or on behalf of
the Trustee, officer, employee or agent secured by a surety bond or other
suitable insurance that such amount will be paid over by him to the Trust or
Series if it is ultimately determined that he is not entitled to
indemnification under this Section 4.

ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership.
It is hereby expressly declared that a trust and not a partnership is
created hereby.
Section 2. Trustee's Action Binding, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretions hereunder in
good faith and with reasonable care under the circumstances then prevailing,
shall be binding upon everyone interested. Subject to the provisions of
Article XI, the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of
Trust, and subject to the provisions of Article XI, shall be under no
liability for any act or omission in accordance with such advice or for
failing to follow such advice. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.

Section 3. Establishment of Record Dates.
The Trustees may close the Share transfer books of the Trust maintained
with respect to any Series or Class for a period not exceeding sixty (60) days
preceding the date of any meeting of Shareholders or the Trust or any Series
or Class, or the date for the payment of any dividend or the making of any
distribution to Shareholders, or the date for the allotment of rights, or the
date when any change or conversion or exchange of Shares of any Series or
Class shall go into effect; or in lieu of closing the Share transfer books as
aforesaid, the Trustees may fix in advance a date, not exceeding sixty (60)
days preceding the date of any meeting of Shareholders or the Trust or any
Series or Class, or the date for the payment of any dividend or the making of
any distribution to Shareholders of any Series or Class, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
Shares of any Series or Class shall go into effect, or the last day on which
the consent or dissent of Shareholders of any Series or Class may be
effectively expressed for any purpose, as a record date for the determination
of the Shareholders entitled to notice of, and, to vote at, any such meeting
and any adjournment thereof, or entitled to receive payment of any such
dividend or distribution, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of shares, or
to exercise the right to give such consent or dissent, and in such case such
Shareholder and only such Shareholder as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend or distribution, or to receive
such allotment or rights, or to exercise such rights, as the case may be
notwithstanding, after such date fixed aforesaid, any transfer of any Shares
on the books of the Trust maintained with respect to any Series or Class.
Nothing in the foregoing sentence shall be construed as precluding the
Trustees from setting different record dates for different Series or Classes.
Section 4. Termination of the Trust.
(a) This Trust shall continue without limitation of time but subject to
the provisions or paragraphs (b), (c) and (d) of this Section 4.
(b) The Trustees, with the approval of the holders of at least fifty
percent of the outstanding Shares of each Series or Class entitled to vote and
voting separately by Series or Class, sell and convey the assets of the Trust
or any Series or Class to another trust or corporation. Upon making provision
for the payment of all such liabilities, by such assumption or otherwise, the
Trustees shall distribute the remaining proceeds belonging to each Series or
Class ratably among the holders of the Shares of that Series or Class then
outstanding.
(c) Subject to a Majority Shareholder Vote by such Series or Class, the
Trustees may at any time sell and convert into money all the assets of the
Trust or any Series or Class. Upon making provision for the payment of all
outstanding obligations, taxes and other liabilities, accrued or contingent,
belonging to each Series or Class, the Trustees shall distribute the remaining
assets of the Trust ratably among the holders of the outstanding Shares of
that Series or Class.
(d) Upon completion of the distribution of the remaining proceeds of the
remaining assets as provided in paragraphs (b) and (c), the Trust or the
applicable Series or Class shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties hereunder and the
right, title and interest of all parties shall be canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies, References, Headings,
Counterparts.
The Trust shall maintain a usual place of business in Massachusetts,
which, initially, shall be 31 Milk Street, Boston, Massachusetts, and shall
continue to maintain an office at such address unless changed by the Trustees
to another location in Massachusetts. The Trust may maintain other officers
as the Trustees may from time to time determine. The original or a copy of
this instrument and of each declaration of trust supplemental hereto shall be
kept at the office of the Trust where it may be inspected by any Shareholder.
A copy of this instrument and of each supplemental declaration of trust shall
be filed by the Trustees with the Massachusetts Secretary of State and the
Boston City Clerk, as well as any other governmental office where such filing
may from time to time be required. Anyone dealing with the Trust may rely on
a certificate by an officer of the Trust as to whether or not any such
supplemental declaration of trust has been made and as to any matters in
connection with the Trust hereunder, and with the same effect as if it were
the original, may rely on a copy certified by an officer of the Trust to be a
copy of this instrument or in any such supplemental declaration of trust,
references to this instrument, and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this instrument as amended or
affected by any such supplemental declaration of trust. Headings are placed
herein for convenience of reference only and in case of any conflict, the text
of this instrument, rather than the headings, shall control. This instrument
may be executed in any number of counterparts each of which shall be deemed an
original.
Section 6. Applicable Law.
The Trust set forth in this instrument is created under and is to be
governed by and construed and administered according to the laws of the
Commonwealth of Massachusetts. The Trust shall be of the type commonly called
a Massachusetts business trust, and without limiting the provisions hereof,
the Trust may exercise all powers which are ordinarily exercised by such a
trust.
Section 7. Amendments -- General.
Prior to initial issuance of Shares pursuant to the second sentence of
Section 3 of Article III, a majority of the Trustees then in office may amend
or otherwise supplement this instrument by making a Declaration of Trust
supplemental hereto, which thereafter shall form a part hereof. Subsequent to
such initial issuance of Shares, if authorized by a majority of the Trustees
then in office and by a Majority Shareholder Vote, or by any larger vote which
may be required by applicable law of this Declaration of Trust in any
particular case, the Trustees shall amend or otherwise supplement this
instrument, by making a Declaration of Trust supplemental hereto, which
thereafter shall form a part hereof. Any such supplemental Declaration of
Trust shall be signed by at least a majority of the Trustees then in office.
Copies of the supplemental Declaration of Trust shall be filed as specified in
Section 5 of this Article XII.
Section 8. Amendments -- Series and Classes.
The establishment and designation of any series in addition to those
established and designated in Section 5 of Article III hereof shall be
effective upon the execution by a majority of the then Trustees of an
amendment to this Declaration of Trust, taking the form of a complete
restatement or otherwise, setting forth such establishment and designation and
the relative rights and preferences of any such Series or Class, or as
otherwise provided in such instrument.
Without limiting the generality of the foregoing, the Declaration of
Trust may be amended to:
(a) create one or more Series or Classes of Shares (in addition to any
Series or Classes already existing or otherwise) with such rights and
preferences and such eligibility requirements for investment therein as the
Trustees shall determine and reclassify any or all outstanding Shares as
Shares of particular Series or Classes in accordance with such eligibility
requirements;
(b) combine two or more Series or Classes of Shares into a single Series
or Class on such terms and conditions as the Trustees shall determine;
(c) change or eliminate any eligibility requirements for investment in
Shares of any Series or Class, including without limitation the power to
provide for the issue of Shares of any Series or Class in connection with any
merger or consolidation of the Trust with another trust or company or any
acquisition by the Trust of part or all of the assets of another trust or
company;
(d) change the designation of any Series or Class of Shares;
(e) change the method of allocating dividends among the various Series
and Classes of Shares;
(f) allocate any specific assets or liabilities of the Trust or any
specific items of income or expenses of the Trust to one or more Series and
Classes of Shares;
(g) specifically allocate assets to any or all Series or Classes of
Shares or create one or more additional Series or Classes of Shares which are
preferred over all other Series or Classes of Shares in respect of assets
specifically allocated thereto or any dividends paid by the Trust with respect
to any net income, however determined, earned from the investment and
reinvestment of any assets so allocated or otherwise and provide for any
special voting or other rights with respect to such Series or Classes.
Section 9. Use of Name.
The Trust acknowledged that Federated Investors, Inc. has reserved the
right to grant the non-exclusive use of the name "Federated" or any derivative
thereof to any other investment company, investment company portfolio,
investment adviser, distributor, or other business enterprise, and to
withdraw from the Trust or one or more Series or Classes any right to the use
of the name "Federated".
IN WITNESS WHEREOF, the undersigned have executed this instrument the day
and year first above written.

/s/ John F. Donahue /s/Glen R. Johnson
John F. Donahue Glen R. Johnson

/s/William J. Copeland /s/ Marjorie P. Smuts
William J. Copeland Marjorie P. Smuts

/s/ James E. Dowd /s/ Gregor F. Meyer
James E. Dowd Gregor F. Meyer

/s/Lawrence D. Ellis, M.D. /s/ Wesley W. Posvar
Lawrence D. Ellis, M.D. Wesley W. Posvar

/s/Edward L. Flaherty, Jr. /s/ Peter E. Madden
Edward L. Flaherty, Jr. Peter E. Madden

/s/ John T. Conroy
John T. Conroy

COMMONWEALTH OF PENNSYLVANIA )
:
COUNTY OF ALLEGHENY )

I hereby certify that on October 19, 1993, before me, the subscriber, a
Notary Public of the Commonwealth of Pennsylvania, in for the County of
Allegheny, personally appeared JOHN F. DONAHUE, , WILLIAM J. COPELAND, JAMES
E. DOWD, LAWRENCE D. ELLIS, M.D., EDWARD L. FLAHERTY, JR. EDWARD C. GONZALES,
MARJORIE P. SMUTS, GREGOR F. MEYER, J. WESLEY W. POSVAR, PETER E. MADDEN, JOHN
T. CONROY, JR. who acknowledged the foregoing Declaration of Trust to be their
act.

Witness my hand and notarial seal the day and year last above written

/s/ Elaine T. Polens
Notary Public

Exhibit 1 under Form N-1A
Exhibit 3(a) under Item 601/Reg S-K

December 15, 1993

Ms. Sheila Burke
The Commonwealth of Massachusetts
Office of the Secretary of State
Room 1712 - Trust Division
One Ashburton Place
Boston, Massachusetts 02108

Re: SHORT-TERM MUNICIPAL TRUST

Dear Ms. Burke:

I, S. Elliot Cohan, Assistant Secretary of Short-Term Municipal Trust, am
writing to inform you that on November 18, 1993, the Board of Trustees voted
to change the Resident Agent of said Trust, from 176 Federal Street, Boston,
Massachusetts 02110 to Donnelly, Conroy & Gelhaar, One Post Office Square,
Boston, Massachusetts 02109-2105. Please return a date stamped copy of the
change.

Very truly yours,

/s/ S. Elliot Cohan
S. Elliot Cohan

Exhibit 2 under Form N-1A
Exhibit 3(b) under Item 601/S-K

FEDERATED SHORT-INTERMEDIATE TERM
MUNICIPAL BOND TRUST
OUTLINE OF BY-LAWS
Page
Article I Officers and Their Election.................. 1

1. Officers ................................. 1
2. Election of Officers ..................... 1
3. Resignations and Removals and Vacancies .. 1

Article II Powers and Duties of Trustees and Officers 1

1. Trustees ................................. 1
2. Chairman of Trustees ..................... 1
3. President ................................ 2
4. Vice President ........................... 2
5. Secretary ................................ 2
6. Treasurer ................................ 2
7. Assistant Vice President ................. 2
8. Assistant Secretaries and Assistant Treasurers 3
9. Salaries ................................. 3

Article III Powers and Duties of the Executive and Other Committees 3

1. Executive and Other Committees ........... 3
2. Vacancies in Executive Committee ......... 3
3. Executive Committee to Report to Trustees 3
4. Procedure of Executive Committee ......... 3
5. Powers of Executive Committee ............ 3
6. Compensation ............................. 4
7. Informal Action by Executive Committee or Other
Committees ............................... 4

Article IV Shareholders' Meetings ...................

1. Special Meetings .........................
2. Notices ..................................
3. Place of Meetings .......................
4. Action by Consent ........................
5. Proxies ..................................

Article V Trustees Meetings............................

1. Number and Qualifications of Trustees ....
2. Special Meetings .........................
Page
Article V Trustees Meetings (Cont'd.).................. 5

3. Regular Meetings ......................... 5
4. Quorum and Vote .......................... 5
5. Notices .................................. 5
6. Place of Meeting ......................... 6
7. Telephonic Meeting ....................... 6
8. Special Action ........................... 6
9. Action by Consent ........................ 6
10. Compensation of Trustees ................. 6

Article VI Shares of Beneficial Interest ............ 6

1. Beneficial Interest ...................... 6
2. Certificates ............................. 6
3. Transfer of Shares ....................... 7
4. Equitable Interest not Recognized ........ 7
5. Lost, Destroyed or Mutilated Certificates 7
6. Transfer Agent and Registrar: Regulations 7

Article VII Inspection of Books ...................... 7

Article VIII Agreements, Checks, Drafts, Endorsements, Etc. 7

1. Agreements, Etc. ......................... 7
2. Checks, Drafts, Etc. ..................... 8
3. Endorsements, Assignments and Transfer of
Securities ............................... 8
4. Evidence of Authority .................... 8

Article IX Seal ..................................... 8

Article X Fiscal Year.................................. 8

Article XI Amendments ............................... 8

Article XII Waivers of Notice ........................ 9

Article XIII Report to Shareholders ................... 9

Article XIV Books and Records ........................ 9
BY-LAWS
of
FEDERATED SORT-INTERMEDIATE TERM
MUNICIPAL BOND TRUST

ARTICLE I

OFFICERS AND THEIR ELECTION

Section 1. Officers. The officers of the Trust shall be a Chairman of
the Trustees, a President, one or more Vice Presidents, a Treasurer, a
Secretary and such other officers as the Trustees may from time to time elect.
It shall not be necessary for any Trustee or other officer to be a holder of
shares in the Trust.

Section 2. Election of Officers. The President, Vice President,
Treasurer and Secretary shall be chosen annually by the Trustees. The
Chairman of the Trustees shall be chosen annually by and from the Trustees.

Two or more officers may be held by a single person except the
officer of President and Secretary. The officers shall hold office until
their successors are chosen and qualified.

Section 3. Resignations and Removals and Vacancies. Any officer of the
Trust may resign by filing a written resignation with the Chairman of the
Trustees or with the Trustees or with the Secretary, which shall take effect
on being so filed or at such time as may be therein specified. The Trustees
may remove any officer, with or without cause, by a majority vote of all of
the Trustees. The Trustees may fill any vacancy created in any office whether
by resignation, removal or otherwise.

ARTICLE II
POWER AND DUTIES OF TRUSTEES AND OFFICERS

Section 1. Trustees. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all powers necessary and
desirable to carry out that responsibility.

Section 2. Chairman of the Trustees ("Chairman"). The Chairman shall be
the chief executive officer of the Trust. He shall have general supervision
over the business of the Trust and policies of the Trust. He shall employ and
define the duties of all employees of the Trust, shall have power to discharge
any such employees, shall exercise general supervision over the affairs of the
Trust and shall perform such other duties as may be assigned to him from time
to time by the Trustees. he shall preside at the meetings of shareholders and
Trustees. The Chairman shall appoint a Trustee to preside at such meetings in
his absence, with the approval of the Trustees.

Section 3. President. The President, in the absence of the Chairman,
shall perform all duties and may exercise any of the powers of the Chairman
subject to the control of the other Trustees. He shall counsel and advise the
Chairman on matters of major importance and shall perform such other duties as
may be assigned to him from time to time by the Trustees, the Chairman or the
Executive Committee.

Section 4. Vice President. The Vice President (or if more than one, the
senior Vice president) in the absence of the President shall perform all
duties and may exercise any of the powers of the President subject to the
control of the Trustees. Each Vice President shall perform such other duties
as may be assigned to him from time to time by the Trustees, the Chairman or
the Executive Committee.

Section 5. Secretary. The Secretary shall keep or cause to be kept in
books provided for the purpose the Minutes of the Meetings of Shareholders and
of the Trustees; shall see that all Notices are duly given in accordance with
the provisions of these By-Laws and as required by law; shall be custodian of
the records and of the Seal of the Trust and see that the Seal is affixed to
all documents, the execution of which on behalf of the Trust under its Seal is
duly authorized; shall keep directly or through a transfer agent a register of
the post office address of each shareholder, and make all proper changes in
such register, retaining and filing his authority for such entries; shall see
that the books, reports, statements, certificates and all other documents and
records required by law are properly kept and filed; and in general shall
perform all duties incident to the Office of Secretary and such other duties
as may from time to time be assigned to him by the Trustees, Chairman or the
Executive Committee.

Section 6. Treasurer. The Treasurer shall be the principal financial
and accounting officer of the Trust. He shall deliver all funds and
securities of the Trust which may come into his hands to such bank or trust
company as the Trustees shall employ as custodian or sub-custodian in
accordance of Article IX of the Declaration of Trust. The Treasurer shall
perform such duties additional to the foregoing as the Trustees, Chairman or
the Executive Committee may from time to time designate.

Section 7. Assistant Vice President. The Assistant Vice or Vice
Presidents of the Trust shall have such authority and perform such duties as
may be assigned to them by the Trustees, the Executive Committee or the
Chairman.

Section 8. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretary or Secretaries and the Assistant Treasurer or Treasurers
shall perform the duties of the Secretary and of the Treasurer, respectively,
in the absence of those Officers and shall such further powers and perform
such other duties as may be assigned to them respectively by the Trustees or
the Executive Committee of the Chairman.
Section 9. Salaries. The salaries of the Officers shall be fixed from
time to time by the Trustees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a Trustee.

ARTICLE III

POWERS AND DUTIES OF THE
EXECUTIVE AND OTHER COMMITTEES

Section 1. Executive and Other Committees. The Trustees may elect from
their own number an executive committee to consist of not less than two
members, which number shall include the Chairman of the Trustees, who shall,
ex officio, be a member thereof. The executive committee shall be elected by
a resolution passed by a vote of at least a majority of the Trustees then in
office. The Trustees may also elect from their own number other committees
from time to time, the number composing such committees and the powers
conferred upon the same to be determined by vote of the Trustees.

Section 2 Vacancies in Executive Committee. Vacancies occurring in the
Executive Committee from any cause shall be filled by the Trustees by a
resolution passed by the vote of at least a majority of the Trustees then in
office.

Section 3. Executive Committee to Report to Trustees. All action by the
Executive Committee from any cause shall be reported to the Trustees at their
meeting next succeeding such action.

Section 4. Procedure of Executive Committee. The Executive Committee
shall fix its own rules of procedure not inconsistent with these By-Laws of
with any directions of the Trustees. It shall meet at such times and places
and upon such notice as shall be provided by such rules or by resolution of
the Trustees. The presence of a majority shall constitute a quorum for the
transaction of business, and in every case an affirmative vote of a majority
of all the members of the Committee present shall be necessary for the taking
of any action.

Section 5. Powers of the Executive Committee. During the intervals
between Meetings of the Trustees, the Executive Committee, except as limited
by the By-Laws of the Trust or by specific directions of the Trustees, shall
possess and may exercise all the powers of the Trustees in the management and
direction of the business and conduct of the affairs of the Trust in such a
manner as the Executive Committee shall deem for the best interests of the
Trust, and shall have power to authorize the Seal of the Trust to be affixed
to all instruments and documents requiring same. Notwithstanding the
foregoing, the Executive Committee shall not have the power to elect Trustees,
increase or decrease the number of Trustees, elect or remove any Officer,
declare dividends, issue shares or recommend to shareholders any action
requiring shareholder approval.

Section 6. Compensation. The members of any duly appointed committee
shall receive such compensation and/or fees as from time to time may be fixed
by the Trustees.

Section 7. Informal Action by Executive Committee or Other Committee.
Any action required or permitted to be taken at any meeting of the Executive
Committee or any other duly appointed Committee may be taken without a meeting
if a consent in writing setting forth such action is signed by all members of
such committee and such consent is filed with the records of the Trust.

ARTICLE IV

SHAREHOLDERS' MEETINGS
Section 1. Special Meetings. A special meeting of the shareholders
shall be called by the Secretary whenever ordered by the Trustees, the
Chairman or requested in writing by the holder or holders of at least one-
tenth of the outstanding shares entitled to vote. If the Secretary, when so
ordered or requested, refuses or neglects for more than two days to call such
special meeting, the Trustees, Chairman or the shareholders so requesting may,
in he name of the Secretary, call the meeting by giving notice thereof in the
manner required when notice is given by the Secretary.

Section 2. Notices. Except as above provided, notices of any special
meetings of the shareholder shall be given by the Secretary by delivering or
mailing, postage prepaid, to each shareholder entitled to vote at said
meeting, a written or printed notification of such meeting, at least fifteen
days before the meeting, to such address as may be registered with the Trust
by the shareholder.

Section 3. Place of Meeting. Meetings of the Shareholders shall be held
at the principal place of business of the Trust in Pittsburgh, Pennsylvania,
or at such place within or without the Commonwealth of Massachusetts as fixed
from time to time by resolution of the Trustees.

Section 4. Action by Consent. Any action required or permitted to be
taken at any meeting of shareholders may be taken without a meeting, if a
consent in writing, setting forth such action, is signed by all the
shareholders entitled to vote on the subject matter thereof, and such consent
if filed with the records of the Trust.

Section 5. Proxies. Any shareholder entitled to vote at any meeting of
shareholders may vote either in person or by proxy. Every proxy shall be in
writing subscribed by the shareholder or his duly authorized attorney and
dated, but need not by sealed, witnessed or acknowledged. All proxies shall
be filed with and verified by the Secretary or an Assistant Secretary of the
Trust or, if the meeting shall so decide, by the Secretary of the Meeting.

ARTICLE V

TRUSTEES' MEETINGS

Section 1. Number and Qualifications of Trustees. The number of
Trustees shall be as fixed from time to time by a majority of the Trustees but
shall be no less than three nor more than twenty. The Trustees may from time
to time increase or decrease the number of Trustees to such number as they
deem expedient, not to be less than three nor more than twenty, however, and
fill the vacancies so created. The term of office of a Trustee shall not be
affected by any decrease in he number of Trustees made by the Trustees
pursuant to the foregoing authorization.

Section 2. Special Meetings. Special meetings of the Trustees shall be
called by the Secretary at the written request of the Chairman or any Trustee,
and if the Secretary when so requested refuses or fails for more than twenty-
four hours to call such meeting, the Chairman or such Trustee may in the name
of the Secretary call such meeting by giving due notice in the manner required
when notice is given by the Secretary.

Section 3. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees
may from time to time determine, provided that any Trustee who is absent when
such determination is made shall be given notice of the determination.

Section 4. Quorum and Vote. A majority of the Trustees shall constitute
a quorum for the transaction of business. The act of a majority of the
Trustees present at any meeting at which a quorum is present shall be the act
of the Trustees unless a greater proportion is required by the Declaration of
Trust or these By-Laws or applicable law. In the absence of a quorum, a
majority o the Trustees present may adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given.

Section 5. Notices. Except as otherwise provided, notice of any special
meeting of the Trustees shall be given by the Secretary to each Trustee, by
mailing to him, postage prepaid, addressed to him at his address as registered
on the books of the Trust or, if not so registered, at his last known address,
a written or printed notification of such meeting at least four days before
the meeting or by sending to him at least one day before the meeting, by
prepaid telegram, addressed to him at his said registered address, if any, or
if he has no such registered address, at his last known address, notice of
such meeting. Subject to compliance with Section 15(c) of the Investment
Company Act of 1940, notice or waiver of notice need not specify the purpose
of any special meeting.

Section 6. Place of Meeting. Meetings of the Trustees shall be held at
the principal place of business of the Trust in Pittsburgh, Pennsylvania, or
at such place within or without the Commonwealth of Massachusetts as fixed
from time to time by resolution of the Trustees, or as the person or persons
requesting said meeting to be called may designate, but any meeting may
adjourn to any other place.

Section 7. Telephonic Meeting. Subject to compliance with Sections
15(c) and 32(a) of the Investment Company Act of 1940, if it is impractical
for the Trustees to meet in person, the Trustees may meet by means of a
telephone conference circuit to which all Trustees are connected or of which
all Trustees shall have waived notice, which meeting shall be deemed to have
been held at a place designated by the Trustees at the meeting.

Section 8. Special Action When all the Trustees shall be present at any
meeting, however called, or whenever held, or shall assent to the holding of
the meeting without notice, or after the meeting shall sign a written asset
thereto on the record of such meeting, the acts of such meeting shall be valid
as if such meeting had been regularly held.

Section 9. Action by Consent. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the Trustees
and filed with the records of the Trustees' meetings. Such consent shall be
treated as a vote of the Trustees for all purposes.

Section 10. Compensation of Trustees. The Trustees may receive a stated
salary for their services as Trustees, and by Resolution of Trustees a fixed
fee and expenses of attendance may be allowed for attendance at each Meeting.
Nothing herein contained shall be construed to preclude any Trustee from
serving the Trust in any other capacity, as an officer, agent or other wise,
and receiving compensation therefor.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Section 1. Beneficial Interest. The beneficial interest in the Trust
shall at all times be divided into an unlimited number of shares without par
value. The shares of beneficial interest shall have one vote per share at any
meeting of the shareholders and a fractional vote for each fraction of a
share.

Section 2. Certificates. All certificates for shares shall be signed by
the Chairman, President or any Vice President and by the Treasurer or
Secretary or any Assistant Treasurer or Assistant Secretary and sealed with
the seal of the Trust. The signatures may be either manual or facsimile
signatures and the seal may be either facsimile or any other form of seal.
Certificates for shares for which the Trust has appointed an independent
Transfer Agent and Registrar shall not be valid unless countersigned by such
Transfer Agent and registered by such Registrar. In case any officer who has
signed any certificate ceases to be an officer of the Trust before the
certificate is issued, the certificate may nevertheless be issued by the Trust
with the same effect as if the officer had not ceased to be such officers as
of the day of its issuance. Share certificates shall be in such form not
inconsistent with law or the declaration of Trust or these By-Laws as may be
determined by the Trustees.

Section 3. Transfer of Shares. The shares of the Trust shall be
transferable, so as to affect the rights of the Trust, only be transfer
recorded on the books of the Trust, in person or by attorney.

Section 4. Equitable Interest not Recognized. The Trust shall be
entitled to treat the holder of record of any share or shares as the absolute
owner thereof and shall not be bound to recognize any equitable or other claim
or interest in such share or shares on the part of any other person except as
may be otherwise expressly provided by law.

Section 5. Lost, Destroyed or Mutilated Certificates. In case any
certificate for shares is lost, mutilated or destroyed, the Trustees may issue
a new certificate in place thereof upon indemnity to the Trust against loss
and upon such other terms and conditions as the Trustees may deem advisable.

Section 6. Transfer Agent and Registrar: Regulations. The Trustees
shall have power and authority to make all such rules and regulations as they
may deem expedient concerning the issuance, transfer and registration of
certificate for shares and may appoint a Transfer Agent and/or Registrar of
certificates for shares, and may require all such share certificates to bear
the signature of such Transfer Agent and/or Registrar.

ARTICLE VII
INSPECTION OF BOOKS

The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of them shall be open
to the inspection of the shareholders; and no shareholder shall have any right
of inspecting any account or book or document of the Trust except as conferred
by laws or authorized by the Trustees or by resolution of the shareholders.

ARTICLE VIII

AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.

Section 1. Agreements, Etc. The Trustees or the Executive Committee may
authorize any Officer or Officers, or Agent or Agents of the Trust to enter
into any Agreement or execute and deliver any instrument in the name of and on
behalf of the Trust, and such authority may be general or confined to specific
instances; and, unless so authorized by the Trustees or by the Executive
Committee or by these By-Laws, no Officer, Agent or Employee shall have any
power or authority to bind the Trust by any Agreement or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or to any
amount.

Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the
payment of money, notes and other evidences of indebtedness shall be signed by
such Officer or Officers, Employee or Employees, or Agent or Agents, as shall
from time to time be designated by the Trustees or the Executive Committee, or
as may be specified in or pursuant to the agreement between the Trust and the
Bank or Trust Company appointed as custodian, pursuant to the provisions of
the Declaration of Trust.
Section 3. Endorsements, Assignments and Transfer of Securities. All
endorsements, assignments, stock powers or other instruments of transfer of
securities standing in the name of the Trust or its nominee or directions for
the transfer of securities belonging to the Trust shall be made by such
Officer of Officers, Employee or Employees, or Agent or Agents as may be
authorized by the Trustees or the Executive Committee.

Section 4. Evidence of Authority. Anyone dealing with the Trust shall
be fully justified in relying on a copy of a resolution the Trustees or of any
committee thereof empowered to act in the premises which is certified as true
by the Secretary or an Assistant Secretary under the seal of the Trust.

ARTICLE IX

SEAL

The seal of the Trust shall be circular in form, bearing the inscription:

Federated Short-Intermediate Term Municipal Bond Trust - 1981 - Massachusetts

ARTICLE X

FISCAL YEAR

The fiscal year of the Trust shall be the period of twelve months ending
on the last day of in each calendar year.

ARTICLE XI

AMENDMENTS

These By-Laws may be amended by a majority vote of all of the Trustees.

ARTICLE XII

WAIVERS OF NOTICE

Whenever any notice whatever is required to be given under the provisions
of any statute of the Commonwealth of Massachusetts, or under the provisions
of the Declaration of Trust or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. A notice
shall be deemed to have been given if telegraphed, cabled, or sent by wireless
when it has been delivered to a representative of any telegraph, cable or
wireless company with instructions that it be telegraphed, cabled or sent by
wireless. Any notice shall be deemed to be given if mailed at the time when
the same shall be deposited in the mail.

ARTICLE XIII

REPORT TO SHAREHOLDERS

The Trustees shall at least semi-annually submit to the shareholders a
written financial report of the transactions of the Trust, including financial
statements which shall at least annually be certified by independent public
accountants.

ARTICLE XIV

BOOKS AND RECORDS

The books and records of the Trust, including the stock ledger or
ledgers, may be kept in or outside the Commonwealth of Massachuestts at such
office or agency of the Trust as may be from time to time determined by the

Exhibit 4 under N-1a
Exhibit 3(c) under Item 601/Reg S-K

NUMBER SHARES

FEDERATED SHORT-INTERMEDIATE TERM MUNICIPAL BOND TRUST

ACCOUNT NO. ALPHA CODE SEE REVERSE FOR
CERTAIN DEFINITIONS

THIS IS TO CERTIFY that is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF BENEFICIAL INTEREST OF

FEDERATED SHORT-INTERMEDIATE TERM MUNICIPAL BOND TRUST

hereafter called the Trust, transferable on the books of the Trust
by the owner in person or by duly authorized attorney upon surrender
of this certificate properly endorsed.

The shares represented hereby are issued and shall be held
subject to the provisions of the Declaration of Trust and By-Laws of
the Trust and all amendments thereto, to all of which the holder by
acceptance hereof assents.

This Certificate is not valid unless countersigned by the
Transfer Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate to be
signed in its name by its proper officers and to be sealed with its
Seal.

Dated:

[SEAL]

TREASURER CHAIRMAN

ALL PERSON DEALING WITH FEDERATED SHORT-INTERMEDIATE TERM MUNICIPAL BOND
TRUST, a Massachusetts Business Trust, LOOK SOLELY TO THE TRUST PROPERTY FOR
THE ENFORCEMENT OF ANY CLAIM AGAINST THE TRUST, AS THE TRUSTEES, OFFICERS,
AGENTS OR SHAREHOLDERS OF THE TRUST ASSUME NO PERSONAL LIABILITY WHATSOEVER
FOR OBLIGATIONS ENTERED INTO ON BEHALF OF THE TRUST.

The following abbreviations, when used in the inscription on the
back of this certificate, shall be construed as thought they were written out
in full according to applicable laws or regulations.

TEN COM -- as tenants in common UNIF GIFT MIN ACT
Custodian
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with the right of under Uniform Gifts to
Minors
survivorship and not as tenants
Act
(State)

Additional abbreviations may also be used though not in the above
list.

For value received, hereby sell,
assign and transfer unto

Please insert Social Security or other
identifying number of Assignee

(Please print or typewrite name and address, including zip code of Assignee)

of beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.

Dated

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY

Exhibit 16 under Form N-1A
Exhibit 99 under Item 601/Reg S-K

DAILY DIVIDEND
MUNICIPAL FUND
FEDERATED SHORT INTERMEDIATE MUNICIPAL TRUST
(now, Federated Short-Term Municpal Trust)

Computation of Yield
AS OF 6/30/88

Interest income for the 30 Days Ended 6/30/88 $1,563,495.00

Net Expenses for the Period $122,396.00

Average Daily Shares Outstanding and Entitled to Receive
Dividends 30,676,389.000

Maximum Offering Price per Share as of 6/30/88 $10.19

YIELD = 2[( $1,563,495.00 - $122,396.00) + 1) ^6 - 1] = 5.60%*
30,676,389.000 + $10.19

Tax Equivalent Yield = 5.60% = 7.78% **
1.00 - 0.28

* Income is 100% tax-exempt
** Caluculation assumes a 28% tax rate, the
maximum effective rate for individuals

Exhibit 16 under Form N-1A
Exhibit 99 under Item 601/Reg S-K

DECLARED: DAILY Schedule for Computation FUND: FEDERATED SHORT
of Fund Performance Data INTERMEDIATE MUNICIPAL TRUST
PAID: MONTHLY Average Total Return (now, Federated
Short-Term Municpal Trust)
Performance ONE YEAR
ending 6-30-88
FYE: JUNE 30

ONE YEAR ending 6-30-88
Initial Investment of: $1,000.00 on 6-30-87
Offering Price/Share = $0.00
NAV= $10.24

<S> <C> <C> <C> <C> <C> <C> <C>
BEGINNING REINVESTMENT ENDING TOTAL
REINVESTMENT PERIOD DIVIDEND CAPITAL GAIN PRICE PERIOD PERIOD END INVESMENT
DATES SHARE BASE PER SHARE PER SHARE PER SHARE SHARE BASE PRICE VALUE

6/30/87 97.656 0.000000000 0.00000 $10.24 97.656 $10.24 $1,000.00
7/31/87 97.656 0.041673936 0.00000 $10.25 98.053 $10.25 $1,005.05
8/31/87 98.053 0.042184186 0.00000 $10.22 98.458 $10.22 $1,006.24
9/30/87 98.458 0.042674739 0.00000 $10.08 98.875 $10.08 $996.66
10/31/87 98.875 0.043190643 0.00000 $10.08 99.299 $10.08 $1,000.93
11/30/87 99.299 0.044433351 0.00000 $10.04 99.738 $10.04 $1,001.37
12/31/87 99.738 0.045227863 0.00000 $10.10 100.185 $10.10 $1,011.86
1/31/88 100.185 0.045616631 0.00000 $10.15 100.635 $10.15 $1,021.44
2/29/88 100.635 0.046150451 0.00000 $10.21 101.090 $10.21 $1,032.13
3/31/88 101.090 0.046121858 0.00000 $10.19 101.547 $10.19 $1,034.77
4/30/88 101.547 0.046048484 0.00000 $10.19 102.006 $10.19 $1,039.44
5/31/88 102.006 0.046403314 0.00000 $10.17 102.472 $10.17 $1,042.14
6/30/88 102.472 0.046432932 0.00000 $10.19 102.939 $10.19 $1,049.00

</TABLE>

$1,000 (1+T) = Ending Redeemable Value
T = 4.90%

(1+T) = Average Annual Total Return (A)

Exhibit (11) under N-1A
Exhibit 23 under 601/Reg SK

DELOITTE & TOUCHE

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use in Post-Effective Amendment No. 29 to Registration
Statement (No. 2-75366) of Federated Short-Term Municipal Trust of our report
dated April 23, 1996 appearing in the Prospectus, which is part of such
Registration Statement, and to the reference to us under the heading
"Financial Highlights" in such Prospectus.

By: DELOITTE & TOUCHE LLP
Deloitte & Touche LLP

Pittsburgh, Pennsylvania

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 001
<NAME> Federated Short-Term Municipal Trust
Institutional Shares

<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Jun-30-1996
<PERIOD-END> Dec-31-1995
<INVESTMENTS-AT-COST> 203,914,924
<INVESTMENTS-AT-VALUE> 207,458,716
<RECEIVABLES> 2,609,598
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 210,068,314
<PAYABLE-FOR-SECURITIES> 3,339,741
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 736,790
<TOTAL-LIABILITIES> 4,076,531
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 211,391,071
<SHARES-COMMON-STOCK> 19,369,213
<SHARES-COMMON-PRIOR> 21,176,178
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8,943,080)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,543,792
<NET-ASSETS> 200,147,599
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,943,178
<OTHER-INCOME> 0
<EXPENSES-NET> 515,134
<NET-INVESTMENT-INCOME> 4,428,044
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 1,087,213
<NET-CHANGE-FROM-OPS> 5,515,257
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,322,212
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,207,482
<NUMBER-OF-SHARES-REDEEMED> 4,101,572
<SHARES-REINVESTED> 87,125
<NET-CHANGE-IN-ASSETS> (16,943,949)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (8,943,080)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 433,959
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 927,539
<AVERAGE-NET-ASSETS> 215,376,124
<PER-SHARE-NAV-BEGIN> 10.280
<PER-SHARE-NII> 0.210
<PER-SHARE-GAIN-APPREC> 0.050
<PER-SHARE-DIVIDEND> 0.210
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.330
<EXPENSE-RATIO> 0.47
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 002
<NAME> Federated Short-Term Municipal Trust
Institutional Service Shares

<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Jun-30-1996
<PERIOD-END> Dec-31-1995
<INVESTMENTS-AT-COST> 203,914,924
<INVESTMENTS-AT-VALUE> 207,458,716
<RECEIVABLES> 2,609,598
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 210,068,314
<PAYABLE-FOR-SECURITIES> 3,339,741
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 736,790
<TOTAL-LIABILITIES> 4,076,531
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 211,391,071
<SHARES-COMMON-STOCK> 565,575
<SHARES-COMMON-PRIOR> 508,007
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8,943,080)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,543,792
<NET-ASSETS> 5,844,184
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,943,178
<OTHER-INCOME> 0
<EXPENSES-NET> 515,134
<NET-INVESTMENT-INCOME> 4,428,044
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 1,087,213
<NET-CHANGE-FROM-OPS> 5,515,257
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 105,832
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 175,986
<NUMBER-OF-SHARES-REDEEMED> 125,954
<SHARES-REINVESTED> 7,536
<NET-CHANGE-IN-ASSETS> (16,943,949)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (8,943,080)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 433,959
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 927,539
<AVERAGE-NET-ASSETS> 215,376,124
<PER-SHARE-NAV-BEGIN> 10.280
<PER-SHARE-NII> 0.200
<PER-SHARE-GAIN-APPREC> 0.050
<PER-SHARE-DIVIDEND> 0.200
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.330
<EXPENSE-RATIO> 0.72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>