<PAGE> PAGE 1
000 B000000 06/30/1999
000 C000000 0000353101
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 Y
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 FEDERATED SHORT-TERM MUNICIPAL TRUST
001 B000000 811-3181
001 C000000 4122888515
002 A000000 FEDERATED INVESTORS TOWER
002 B000000 PITTSBURGH
002 C000000 PA
002 D010000 15222
002 D020000 3779
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
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007 C011000 10
008 A000001 FEDERATED INVESTMENT MANAGEMENT CO.
008 B000001 A
008 C000001 801-34610
008 D010001 PITTSBURGH
008 D020001 PA
008 D030001 15222
008 D040001 3779
010 A000001 FEDERATED SERVICES COMPANY
010 C010001 PITTSBURGH
010 C020001 PA
010 C030001 15222
010 C040001 3779
011 A000001 FEDERATED SECURITIES CORP.
011 B000001 8-15561
011 C010001 PITTSBURGH
011 C020001 PA
011 C030001 15222
011 C040001 3779
<PAGE> PAGE 2
012 A000001 FEDERATED SHAREHOLDER SERVICES COMPANY
012 B000001 84-1869
012 C010001 PITTSBURGH
012 C020001 PA
012 C030001 15222
012 C040001 3779
013 A000001 ARTHUR ANDERSEN LLP
013 B010001 PITTSBURGH
013 B020001 PA
013 B030001 15222
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02266
015 C040001 8600
015 E010001 X
015 A000002 BANKERS TRUST CO.
015 B000002 S
015 C010002 NEW YORK
015 C020002 NY
015 C030002 10015
015 E010002 X
015 A000003 BANK OF NEW YORK
015 B000003 S
015 C010003 NEW YORK
015 C020003 NY
015 C030003 10006
015 E010003 X
015 A000004 THE CHASE MANHATTAN CORP.
015 B000004 S
015 C010004 NEW YORK
015 C020004 NY
015 C030004 10006
015 E010004 X
015 A000005 MORGAN GUARANTY BANK & TRUST CO.
015 B000005 S
015 C010005 NEW YORK
015 C020005 NY
015 C030005 10015
015 E010005 X
015 A000006 NATIONSBANK OF NORTH CAROLINA
015 B000006 S
015 C010006 CHARLOTTE
015 C020006 NC
015 C030006 28255
015 E010006 X
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015 B000007 S
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<PAGE> PAGE 3
015 C030007 15265
015 E010007 X
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020 C000010 0
021 000000 0
022 A000001 LEHMAN BROTHERS INC.
022 B000001 13-2518465
022 C000001 23923
022 D000001 10126
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022 B000002 13-2655998
022 C000002 21497
022 D000002 0
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022 B000003 13-5108880
022 C000003 11270
022 D000003 1400
022 A000004 BANK OF BOSTON
022 C000004 7390
022 D000004 0
022 A000005 BAUM GEORGE K. & CO.
022 C000005 7371
022 D000005 0
022 A000006 MERRILL LYNCH PIERCE FENNER SMITH
022 B000006 13-5674085
022 C000006 7343
022 D000006 0
022 A000007 DAIN RAUSCHER INC.
022 C000007 6900
022 D000007 0
022 A000008 FLEET NORSTAR FINANCIAL GROUP
022 C000008 6485
022 D000008 0
022 A000009 PAINE WEBBER INC.
022 B000009 13-2638166
022 C000009 0
022 D000009 6121
022 A000010 MORGAN (J.P.) SECURITIES INC.
022 B000010 13-3224016
022 C000010 3000
<PAGE> PAGE 4
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025 D000001 0
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027 000000 Y
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028 E030000 0
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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070 K020000 N
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070 L020000 N
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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078 000000 N
080 A000000 LLOYD'S OF LONDON
080 B000000 ZURICH INSURANCE CO.; RELIANCE INSURANCE CO.
080 C000000 70000
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SIGNATURE STEVE KEENE
TITLE GENERAL COUNSEL
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000353101
<NAME> Federated Short-Term Municipal Trust
<SERIES>
<NUMBER> 001
<NAME> Federated Short-Term Municipal Trust - Institutional Shares
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Jun-30-1999
<PERIOD-END> Jun-30-1999
<INVESTMENTS-AT-COST> "225,626,295"
<INVESTMENTS-AT-VALUE> "226,412,441"
<RECEIVABLES> "3,101,202"
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> "229,513,643"
<PAYABLE-FOR-SECURITIES> "4,109,236"
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> "1,411,385"
<TOTAL-LIABILITIES> "5,520,621"
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> "227,432,352"
<SHARES-COMMON-STOCK> "19,834,188"
<SHARES-COMMON-PRIOR> "17,966,645"
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> "(4,225,476)"
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> "786,146"
<NET-ASSETS> "202,225,564"
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> "9,891,224"
<OTHER-INCOME> 0
<EXPENSES-NET> "(1,025,607)"
<NET-INVESTMENT-INCOME> "8,865,617"
<REALIZED-GAINS-CURRENT> "(200,513)"
<APPREC-INCREASE-CURRENT> "(2,021,010)"
<NET-CHANGE-FROM-OPS> "6,644,094"
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> "(8,248,977)"
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> "8,901,686"
<NUMBER-OF-SHARES-REDEEMED> "(7,376,339)"
<SHARES-REINVESTED> "342,196"
<NET-CHANGE-IN-ASSETS> "27,723,777"
<ACCUMULATED-NII-PRIOR> "2,917"
<ACCUMULATED-GAINS-PRIOR> "(4,031,116)"
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> "844,421"
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> "1,814,071"
<AVERAGE-NET-ASSETS> "195,584,202"
<PER-SHARE-NAV-BEGIN> 10.290
<PER-SHARE-NII> 0.440
<PER-SHARE-GAIN-APPREC> (0.090)
<PER-SHARE-DIVIDEND> (0.440)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.200
<EXPENSE-RATIO> 0.470
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0.000
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000353101
<NAME> Federated Short-Term Municipal Trust
<SERIES>
<NUMBER> 002
<NAME> Federated Short-Term Municipal Trust - Institutional Service Shares
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Jun-30-1999
<PERIOD-END> Jun-30-1999
<INVESTMENTS-AT-COST> "225,626,295"
<INVESTMENTS-AT-VALUE> "226,412,441"
<RECEIVABLES> "3,101,202"
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> "229,513,643"
<PAYABLE-FOR-SECURITIES> "4,109,236"
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> "1,411,385"
<TOTAL-LIABILITIES> "5,520,621"
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> "227,432,352"
<SHARES-COMMON-STOCK> "2,134,981"
<SHARES-COMMON-PRIOR> "1,104,467"
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> "(4,225,476)"
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> "786,146"
<NET-ASSETS> "21,767,458"
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> "9,891,224"
<OTHER-INCOME> 0
<EXPENSES-NET> "(1,025,607)"
<NET-INVESTMENT-INCOME> "8,865,617"
<REALIZED-GAINS-CURRENT> "(200,513)"
<APPREC-INCREASE-CURRENT> "(2,021,010)"
<NET-CHANGE-FROM-OPS> "6,644,094"
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> "(616,640)"
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> "2,051,296"
<NUMBER-OF-SHARES-REDEEMED> "(1,058,494)"
<SHARES-REINVESTED> "37,712"
<NET-CHANGE-IN-ASSETS> "27,723,777"
<ACCUMULATED-NII-PRIOR> "2,917"
<ACCUMULATED-GAINS-PRIOR> "(4,031,116)"
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> "844,421"
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> "1,814,071"
<AVERAGE-NET-ASSETS> "15,521,147"
<PER-SHARE-NAV-BEGIN> 10.290
<PER-SHARE-NII> 0.410
<PER-SHARE-GAIN-APPREC> (0.090)
<PER-SHARE-DIVIDEND> (0.410)
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.200
<EXPENSE-RATIO> 0.720
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0.000
</TABLE>
Item 77C : Submission of Matters to a Vote of Security Holders
A Special Meeting of the Shareholders of Federated Short-Term Municipal
Trust was held on March 23, 1999. The following items, which are
required to be reported under this Item 77C were approved at the meeting:
1. Election of Trustees:
Names
For
Against
Abstentions
and
Broker Non-
Votes
Withheld
Authority To
Vote
Thomas G.
Bigley
11,865,449
104,713
John T.
Conroy, Jr.
11,865,810
104,352
John F.
Cunningham
11,865,810
104,352
Peter E.
Madden
11,865,810
104,352
Charles F.
Mansfield, Jr.
11,865,810
104,352
John E.
Murray, Jr.
11,865,810
104,352
John S. Walsh
11,865,810
104,352
2. To ratify the selection of Arthur Andersen LLP as the Trust's
Independent Public Auditors.
For
Against
Abstentions and
Broker Non-Votes
Withheld Authority
To Vote
11,952,241
6,873
11,046
3. To approve a revision in the Trust's fundamental investment policy with
regard to diversification of its investments.
For
Against
Abstentions and
Broker Non-Votes
Withheld Authority
To Vote
10,156,074
521,530
1,292,558
4. To eliminate the Trust's fundamental investment policy on investing in
oil, gas, and minerals.
For
Against
Abstentions and
Broker Non-Votes
Withheld Authority
To Vote
10,020,921
648,822
1,300,419
5. To approve a clarifying amendment to the Trust's Investment Advisory
Agreement to exclude Rule 12b-1 fees and shareholder service fees from the
expense cap.
For
Against
Abstentions and
Broker Non-Votes
Withheld Authority
To Vote
11,409,291
472,750
88,120
6. To approve an amendment and restatement to the Trust's Declaration of Trust
to permit the Board of Trustees to liquidate assets of the Trust, its series
and classes, without shareholder approval.
For
Against
Abstentions and
Broker Non-Votes
Withheld Authority
To Vote
10,017,366
640,914
1,311,882
The Definitive Proxy Statement for the Special Meeting held on March 23,
1999 was filed with the Securities and Exchange Commission on February 3,
1999, and is incorporated by reference (File No. 811-3181)
Item 77K -- Changes in registrant's certifying accountant
Change of Independent Auditors:
On May 19, 1999, the Trust's Board of Trustees, upon the recommendation
of the Audit Committee of the Board of Trustees, requested and subsequently
accepted the resignation of Arthur Andersen LLP ("AA") as the Trust's
independent auditors. AA's reports on the Trust's financial statements for
the fiscal years ended June 30, 1998, and June 30, 1999, contained no adverse
opinion or disclaimer of opinion nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. During the Trust's fiscal
years ended June 30, 1998, and June 30, 1999, (i) there were no disagreements
with AA on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of AA, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports on the financial statements for such years; and (ii) there were no
reportable events of the kind described in item 304(a)(1)(v) of Regulation
S-K under the Securities Act of 1934, as amended.
The Trust, by action of its Board of Trustees, upon the recommendation
of the Audit Committee of the Board, has engaged Ernst & Young LLP as the
independent auditors to audit the Trust's financial statements for the
fiscal year ending June 30, 2000. During the Trust's fiscal years ended
June 30, 1998, and June 30, 1999, neither the Trust nor anyone on its
behalf has consulted Ernst & Young on items which (i) concerned the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Trust's financial statements or (ii) concerned the subject of a
disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation
S-K) of reportable events (as described in paragraph (a)(1)(v) of said Item
304).
Exhibit 77(Q)(1)(a)
RESTATEMENT AND AMENDMENT #5
DECLARATION OF TRUST
FEDERATED SHORT-TERM MUNICIPAL TRUST
Dated: April 2, 1999
AMENDED AND RESTATED DECLARATION OF TRUST made April 2, 1999, by
the undersigned, and by the holders of shares of beneficial interest to
be issued hereunder as hereinafter provided.
WHEREAS, the Trustees now desire to amend and restate the
Declaration of Trust to permit the Board of Trustees to liquidate assets
of the Trust without seeking shareholder approval.
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 froth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name.
This Trust shall be known as the Federated 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 Section 2(a) (42) of the
1940 Act, whichever may be applicable) and "Principal
Underwriter" shall have the meanings given them in the 1940 Act,
as amended from time to time;
(b) The "Trust" refers to the Federated 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.
(d) "Class" refers to a class of Shares established and
designated under or in accordance with the provisions of Article
II;
(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 18(f)(2) of the
1940 Act or in any successor statutory provisions;
(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
dividend form time to time, or if more than one Series or Class of
Shares is authorized by the Trustees, the equal proportionate
units into which each Series or Class of Shares shall be dividend
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 by investing primarily in securities.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
The beneficial interest in the Trust shall at all times be
dividend into transferable Shares, without par value. Subject to the
provisions 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 authorize 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 Share 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 the assets and liabilities of the Class
with each other 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
unlimited. The Trustees may form time to time divide or combine the
Shares of any Series or Class into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Series or
Class.
Section 2. Ownership or 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 Shares 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), 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 to be allocated among any
Series or Classes in the manner described in Section 5(a) of this
Article. 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 relevant
Series or Class, as the case may be, 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 Trustees 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 any 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, Federated 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 form
the sale, exchange or liquidation of such proceeds 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
any 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, between 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 assets
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 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 provisions 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 Class shall be effected by the Trust other than from the
assets belonging to such Series or Class, nor 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 Privilege. 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 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 or 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 are the
undersigned.
Section 2. Election of Trustees at Meeting of Shareholders.
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 office at any time 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 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 mailed 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 4 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 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 Trustees, 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 Assets.
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 than as 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 interest 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 investments, but
shall have full authority and power to make any and all investments
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 invest 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,
notes or other evidences of indebtedness issued by any
corporation, trust or association, 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 to retain assets belonging to
each and every Series or Class in cash, and from time to time to
change the investments of the assets belonging to each Series or
Class;
(b) To adopt By-Laws of the Trust 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 that right to the Shareholders;
(c) To elect and remove such officers of the Trust and
appoint and terminate such agents of the Trust 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 any Shares of any
Series or Class either through a principal underwriter in the
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 limitation, 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 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 belonging to any Series or
Class to pay, or to satisfy, any debts, claims or expenses
incurred in connection therewith, including those of litigation,
upon any evidence that the Trustees may deem sufficient (such
powers shall include without limitation any actions, suits,
proceedings, disputes, claims, demands and things relating tot he
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;
(p) To borrow money but only as a temporary measure for
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, or (c) by entering into reverse repurchase
agreements in amounts not in excess of 20% of its total assets, in
order to meet redemption requests without immediately selling any
order to meet redemption requests without immediately selling any
portfolio securities. The Trustees shall not pledge, mortgage or
hypothecate the assets of the Trust, except in connection with any
borrowing described herein and in amounts not in excess of the
lesser of the dollar amounts borrowed of 10% of the value of the
Trust's total assets at the time of such borrowing;
(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 Trustees 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) 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 and 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 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 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 or 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
Registration Statements under the Securities Act of 1933 and the 1940
Act and any amendments thereto; expenses of registering and qualifying
the Trust and any Series or Class and the Shares of 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 or their officers as agents and salesmen
under federal and state laws and regulations; interest expenses, taxes,
fees and commissions of every kind; expenses of issue (including cost of
share certificates), purchase, 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 therefore; 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 and the By-Laws to indemnify its
Trustees, officers, employees, Shareholders and agents, and any contract
obligation to indemnify principal underwriters under Section 3 of
Article VII; 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 of any Series or Class. 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 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 other entity of which a
Trustee is an interested person for services rendered 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 and/or 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 provisions of this
Declaration of Trust, the Trustees may authorize the investment adviser
or sub-investment adviser of 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 a Series or Class and to determine what firms shall
participate in any such transactions or shall share in commissions 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 terms and
conditions (including indemnification of principal underwriters
allowable under applicable law and regulation) as the Trustees may in
their discretion determine not inconsistent with the provisions of this
Article VII; and such contract may also provide 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 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 if this
Article VII shall be consistent with the 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.
Exhibit 77(Q)(1)(a) - continued
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
Subject to the provisions set forth in Article III, Section 5(d),
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 adviser 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 By-Laws of the Trust or any regulation of the Trust or the
Commission or any State, or as the Trustees may consider desirable.
Each whole Share shall be entitled to one vote as to any matter on which
it is entitled to vote, and each fractional Share 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. 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 of all
Series and Classes 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 outstanding Shares of all Series and Classes 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 shall
not be present for the purpose of any vote that may properly come before
the meeting, the Shares present in person or by proxy and entitled to
vote at such meeting on such matter may, by plurality vote, adjourn the
meeting from time to time to such place and time without further notice
than by announcement to be given at the meeting until a quorum entitled
to vote on such matter shall be present, where upon any such matter may
be voted upon at the meeting as though 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 cast and entitled to vote thereon.
Section 4. Additional Provisions.
The By-Laws may include further provisions for Shareholders' votes
and meetings and related matters.
ARTICLE IX
CUSTODIAN
Section 1. Appointment and Duties.
The Trustees 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 agent, but subject to
such restrictions, limitations and other requirements, if any, as may be
contained in the By-Laws of the Trust:
(1) To receive and hold the securities owned by the Trust
or any Series or Class and deliver the same upon written order;
(2) To receive and receipt for any moneys due to the Trust
or any Series or Class and deposit the same in its own banking
department or elsewhere as the Trustees may direct; and
(3) To disburse such funds upon order or vouchers;
(4) To keep the books and accounts of the Trust or any
Series or Class and furnish clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees,
the Accumulated Net Income of the Trust or any Series or Class 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
or any Series 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 upon such terms and conditions, as may be
agreed upon between the custodian and such sub-custodian and approved 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, pursuant to which system all securities of any
particular class or series of any issuer deposited within the system are
treated as fungible 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 discretion of the Trustees.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may, on each day Accumulated Net Income
of any Series or Class is determined and is positive, declare and
pay such Accumulated Net Income as dividends to the Shareholders
of any Series or Class, 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
additional 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 dividends and as capital gains distributions,
respectively, amounts sufficient to enable any Series or Class to
qualify as a regulated investment company to avoid any liability
for federal income taxes in respect of that year.
(c) The decision of the Trustees as to what constitutes
income and what constitutes 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 any Series or Class
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 Transfer Agent, 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 from time to time may
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 or transfer) is deposited, subject
to the right of the Trustees to postpone the date of payment
pursuant to Section 5 of this Article X, the right of redemption
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 price
shall be the net asset value of his Shares determined next after
termination of such suspension (reduced by any redemption charge),
and payment therefore 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 at a purchase price not exceeding
the net asset value per Share (reduced by any redemption charge)
determined (1) next after the purchase or contract of purchase is
made or (2) 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 deposition 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 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.
Section 4. Net Asset Value of Shares.
The net asset value of each Share of a Series or Class outstanding
shall be determined at such time or times as may be determined 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 or other person designated by the
Trustees.
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 the liabilities belonging to such
Series or Class 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 or redemption
or postpone the date of payment for the whole or any part of the any
period in accordance with the 1940 Act.
Section 6. Trust's Right to Redeem Shares.
The Trust shall have the right to cause the redemption of Shares
of any Series or Class in any Shareholder's account for their then
current net asset value and promptly make payment to the shareholder
(which payment may be reduced by any applicable redemption charge), 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 such 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 the redemption of Shares of such Series or Class,
reject any order for the purchase of such Shares or refuse to give
effect to the transfer of such 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 no power to bind any Shareholder of any Series or Class personally
or to call upon such 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 or any Series or Class arising out of any action taken or omitted
for or on behalf of the Trust or such Series or Class, and the Trust or
such Series or Class shall be solely liable therefor and resort shall be
had solely to the property of the relevant Series or Class of the Trust
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 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 be personally
liable. Such indemnification and reimbursement shall come exclusively
from the assets of the relevant Series or Class.
The Trust shall, upon request by a 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 to 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 or any Series or Class shall
not be subject to claims against or obligations of the Trust or any
other Series or Class 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 Shareholder, 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 form 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 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 or of any Series 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 or the relevant Series to
the fullest extent permitted by law against liability and against all
expenses reasonably 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 such Series or of another
corporation, partnership, joint venture, trust or other enterprise at
the request of the Trust or of such Series 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 any
Series of the Trust or to 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 now or 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 any
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 any 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 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 of 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 of 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 Shareholders and only such Shareholders 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 Trust.
(a) This Trust shall continue without limitation of
time but subject to the provisions of paragraphs (b), (c)
and (d) of this Section 4.
(b) The Trustees may, by majority action, with the
approval of the holders of more than 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 liabilities, by 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) The Trustees may at any time sell and convert into
money all the assets of the Trust, or a class or Series of
the Trust, without shareholder approval, unless otherwise
required by applicable law. Upon making provision for the
payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, belonging to the Trust,
the Trustees shall distribute the remaining assets of the
Trust ratably among the holders of the outstanding Shares
having an interest in such assets.
(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 or with respect thereto and the right, title and
interest of all parties shall be canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies, Headings,
Counterparts.
The Trust shall maintain a usual place of business in
Massachusetts, which, initially, shall be One Post Office Square,
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 offices 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 relay 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
of any such supplemental declaration of trust. In this instrument or in
any such supplemental declaration of trust. In 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 the initial issuance of Shares pursuant to 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, amendments or supplements
to this instrument may be authorized by a majority of the Trustees then
in office and by a Majority Shareholder Vote of all Series and Classes
then outstanding and entitled to vote thereon (except that any
amendments or supplements changing the name of the Trust or pursuant to
Section 8 hereunder may be made without shareholder approval), or by any
larger vote which may be required by applicable law or this Declaration
of Trust in any particular case, which amendment or supplement
thereafter shall form a part hereof. Any such amendment or supplement
(which may be in the form of a complete restatement) may be evidenced by
either (i) a supplemental Declaration of Trust signed by at least a
majority of the Trustees then in office or (ii) by a certificate of the
President and Secretary of the Trust setting forth such amendment or
supplement and certifying that such amendment or supplement has been
duly authorized by the Trustees, and if required, by the shareholders.
Copies of the supplemental Declaration of Trust or the certificate of
the President and Secretary, as the case may be, shall be filed as
specified in Section 5 of this Article XII.
Section 8. Amendments - - Series and Classes.
The established and designation of any series or class of Shares
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 the 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 to 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 expense 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 acknowledges that Federated Investors 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 owe or more Series or
Classes any right to use of the name "Federated".
The undersigned hereby certify that the above stated Amendment and
Restatement is a true and correct Amendment and Restatement to the
Declaration of Trust, as adopted by the Board of Trustees at a meeting
held on the 17th day of November, 1998, and effective as of April 2,
1999.
IN WITNESS WHEREOF, the undersigned have executed this instrument
the day and year first above written.
/s/ John F. Donahue /s/ Peter E. Madden
John F. Donahue Peter E. Madden
/s/ Thomas G. Bigley /s/ Charles F. Mansfield, Jr.
Thomas G. Bigley Charles F. Mansfield, Jr.
/s/ John T. Conroy, Jr. /s/ John E. Murray, Jr.
John T. Conroy, Jr. John E Murray, Jr.
/s/ John F. Cunningham /s/ Marjorie P. Smuts
John F. Cunningham Marjorie P. Smuts
/s/ Lawrence D. Ellis, M.D. /s/ John S.
Walsh
Lawrence D. Ellis, M.D. John S. Walsh
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
I hereby certify that on April 2, 1999, before me, the subscriber,
a Notary Public of the Commonwealth of Pennsylvania, in for the County
of Allegheny, personally appeared
JOHN F. DONAHUE, THOMAS G. BIGLEY, JOHN T. CONROY, Jr., JOHN F.
CUNNINGHAM, LAWRENCE D. ELLIS, M.D., PETER E. MADDEN, CHARLES F.
MANSFIELD, JR., JOHN E. MURRAY, JR., MARJORIE P. SMUTS, AND JOHN S.
WALSH who acknowledged the foregoing Declaration of Trust to be their
act.
Witness my hand and notarial seal the day and year above written.
/s/ Nancy H. Beatty
Notary Public
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Trustees of
FEDERATED SHORT-TERM MUNICIPAL TRUST:
In planning and performing our audit of the financial statements of
Federated Short-Term Municipal Trust (a Massachusetts business) for the
year ended June 30, 1999, we considered its internal control structure,
including control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our
opinion on the financial
statements and to comply with the requirements of Form N-SAR, not to
provide assurance on internal control.
The management of Federated Short-Term Municipal Trust is responsible
for establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those control activities include the safeguarding of
assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud
may occur and not be detected. Also, projection of any evaluation of
internal control to future periods is subject to the risk that it may
become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more internal control components does not reduce to
a relatively low level the risk that misstatements caused by error or
fraud in amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a timely
period by employees in the normal course of performing their assigned
functions. However, we noted no matters involving internal control and
its operation, including controls for safeguarding securities, that we
consider to be material weaknesses as defined above as of June 30,
1999.
This report is intended solely for the information and use of
management, the Shareholders and Board of Trustees of Federated Short-
Term Municipal Trust, and the Securities and Exchange Commission.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 27, 1999
April 5, 2000
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir:
We have read and agree with the statements contained
in Sub-Item 77k of Form N-SAR of the Federated Short
Term Municipal Trust.
Very truly yours,
Arthur Andersen LLP
Mr. Sean Fitzsimons
Page 2
September 30, 1999
