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Exhibit Item
P(5)
CODE OF ETHICS FOR ACCESS PERSONS
REVISED JANUARY 1, 2000
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TABLE OF CONTENTS
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SECTION PAGE
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1. General Fiduciary Principles 2
2. Definitions 2
3. Exempt Transactions 4
4. Prohibited Transactions and Activities 4
5. Pre-clearance Requirement and Exempted 6
Transactions
6. Prohibition on the Receipt of Gifts 7
7. Reporting Requirements 8
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Initial Reporting Requirements 8
Quarterly Reporting Requirements 8
Annual Reporting Requirements 9
Exemption for Disinterested Directors 10
8. Sanctions 10
Procedures for Prior Approval of Personal Securities Transactions by 11
Access Persons
- Preclearing Foreign Securities 12
Procedures for the Reporting and Review of Personal Transaction 17
Activity
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CODE OF ETHICS REGARDING PERSONAL SECURITIES TRADING
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Pursuant to rule 17j-1 under the Investment Company Act of 1940, this Code of
Ethics has been adopted on behalf of the Adviser, the Underwriters, and each
investment company that is both advised and distributed by an Adviser and an
Underwriter.*
1. GENERAL FIDUCIARY PRINCIPLES
a) EACH ACCESS PERSON:
i) must place the Funds' interests ahead of the Access Person's
personal interests;
ii) must avoid conflicts or apparent conflicts of interest with
the Funds; and
iii) must conduct his or her personal transactions in a manner
which neither interferes with Fund portfolio transactions nor
otherwise takes unfair or inappropriate advantage of the
Access Person's relationship to the Fund.
The failure to recommend or purchase a Covered Security for
the Fund may be considered a violation of this Code.
b) Every Access Person must adhere to these general fiduciary
principles, as well as comply with the specific provisions and
Associated Procedures of this Code. TECHNICAL COMPLIANCE WITH
THE TERMS OF THIS CODE AND THE ASSOCIATED PROCEDURES MAY NOT
BE SUFFICIENT WHERE THE TRANSACTIONS UNDERTAKEN BY AN ACCESS
PERSON SHOW A PATTERN OF ABUSE OF THE ACCESS PERSON'S
FIDUCIARY DUTY.
2. DEFINITIONS
a) The "1940 Act" means the Investment Company Act of 1940, as
amended.
b) "Access Person" means any director, trustee, officer, managing
general partner, general partner, or Advisory Person of a
Fund, of the Underwriter, and of the Adviser and all family
members permanently residing in the same household. (If
non-family members also reside in the household, the Access
Person must either declare that the Access Person has no
influence on the investment decisions of the other party or
the Access Person must report the party as an Access Person.).
c) "Adviser"means any registered investment adviser that is an
affiliate or subsidiary of Federated Investors, Inc.
d) "Advisory Person" means (i) any employee of the Underwriter,
of the Adviser or of any company in a control relationship to
the Underwriter (which would include any operating company
that is an affiliate or a subsidiary of Federated Investors,
Inc.), who, in connection with the employee's regular
functions or duties, makes, participates in, or obtains
information regarding the purchases or sales of a Covered
Security by the Fund, or whose functions relate to the making
of any recommendations with respect to such purchases or
sales; and (ii) any natural person in a control relationship
to the Fund who obtains information concerning recommendations
made to the Fund with regard to the purchase or sale of a
Covered Security.
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* As the context requires, references herein to the singular include the plural
and masculine pronouns include the feminine.
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e) "Associated Procedures" means those policies, procedures
and/or statements that have been adopted by the Underwriter,
the Adviser or the Fund, and which are designed to supplement
this Code and its provisions.
f) "Beneficial ownership" will be attributed to an Access Person
in all instances where the Access Person (i) possesses the
ability to purchase or sell the Covered Securities (or the
ability to direct the disposition of the Covered Securities);
(ii) possesses voting power (including the power to vote or to
direct the voting) over such Covered Securities; or (iii)
receives any benefits substantially equivalent to those of
ownership. Beneficial ownership shall be interpreted in the
same manner as it would be in determining whether a person is
subject to the provisions of Section 16a-1(a)(2) of the
Securities Exchange Act of 1934, and the rules and regulations
thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all Covered
Securities which an Access Person has or acquires.
g) "Control" shall have the same meaning as that set forth in
Section 2(a)(9) of the 1940 Act.
h) Except as provided in this definition, "Covered Security"
shall include any Security, including without limitation:
equity and debt securities; derivative securities, including
options on and warrants to purchase equity or debt securities;
shares of closed-end investment companies; investments in unit
investment trusts; and Related Securities. "Related
Securities" are instruments and securities that are related
to, but not the same as, a Covered Security. For example, a
Related Security may be convertible into a Covered Security,
or give its holder the right to purchase the Covered Security.
For purposes of reporting, "Covered Security" shall include
futures, swaps and other derivative contracts.
"Covered Security" shall not include: direct obligations of
the Government of the United States (regardless of their
maturities); bankers' acceptances; bank certificates of
deposit; commercial paper; high quality short-term debt
instruments, including repurchase agreements; and shares of
registered open-end investment companies.
i) "Disinterested director" means a director, trustee, or
managing general partner of the Fund who is not an "interested
person" of the Fund within the meaning of Section 2(a)(19) of
the 1940 Act.
j) "Fund" means each investment company registered under the 1940
Act (and any series or portfolios of such company) and any
other account advised by an Adviser.
k) "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of
which, immediately before the registration, was not subject to
the reporting requirements of sections 13 or 15(d) of the
Securities Exchange Act of 1934.
l) "Investment Personnel" include: Access Persons with direct
responsibility and authority to make investment decisions
affecting the Fund (such as portfolio managers and chief
investment officers); Access Persons who provide information
and advice to such portfolio managers (such as securities
analysts); and Access Persons who assist in executing
investment decisions for the Fund (such as traders).
m) "Private Placement" or "limited offering" means an offering
that is exempt from registration under Section 4(2) or Section
4(6) of the Securities Act of 1933 or pursuant to rule 504,
rule 505 or rule 506 under the Securities Act of 1933.
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n) "Purchase or sale of a Covered Security" includes, INTER ALIA,
the writing of an option, future or other derivative contract
to purchase or sell a Covered Security.
o) "Security" shall have the meaning set forth in Section
2(a)(36) of the 1940 Act.
p) "Underwriter" means Federated Securities Corp. and Edgewood
Services Co.
3. EXEMPT TRANSACTIONS
The prohibitions or requirements of Section 4 and Section 5 of this Code shall
not apply to:
a) Purchases or sale of the following Securities:
i) direct obligations of the Government of the United
States (regardless of their maturities). This
exemption does not apply to indirect obligations of
the U.S. Government, including FNMAs, GNMAs or
FHLMCs.
ii) bankers' acceptances;
iii) bank certificates of deposit;
iv) commercial paper;
v) high quality short-term debt instruments, including
repurchase agreements; and
vi) shares of registered open-end investment companies.
b) Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or control.
4. PROHIBITED TRANSACTIONS AND ACTIVITIES
a) Every Access Person is prohibited from acquiring any Security
distributed in an initial public offering; however, subject to
provisions of this Code and its Associated Procedures, an
Access Person may acquire the security in the secondary
market.
b) Every Access Person is prohibited from acquiring any Security
in a private placement or other limited offering, without the
express prior approval of the Compliance Department. In
instances where an Investment Personnel, after receiving prior
approval, acquires a Security in a private placement, the
Investment Personnel has an affirmative obligation to disclose
this investment to the Chief Investment Officer (or his
designee) if the Investment Personnel participates in any
subsequent consideration of any potential investment by the
Fund in the issuer of that Security. Following a purchase by
an Investment Personnel in an approved personal transaction,
any purchase by the Fund of Securities issued by the same
company (other than secondary market purchases of publicly
traded Securities) will be subject to an independent review by
the Compliance Department.
c) Every Access Person is prohibited from executing a personal
transaction in any Covered Security on a day during which the
Fund has a pending "buy" or "sell" order for that Covered
Security, until the Fund's orders are either executed or
withdrawn.
All Investment Personnel are prohibited from purchasing or selling any
Covered Security within seven (7) calendar days AFTER the Fund
purchases or sells the same Covered Security. Members of an
Investment Personnel group, as defined by the Compliance
Department, are prohibited from purchasing or selling any
Covered Security within
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seven (7) days BEFORE any Fund advised by that group purchases
or sells the same Covered Security.
d) Every Access Person is prohibited from profiting in the
purchase and sale, or sale and purchase, of the same (or
equivalent) Covered Security within 60 calendar days. For
purposes of this prohibition, each personal transaction in the
Covered Security will begin a new 60 calendar day period. As
an illustration, if an Access Person purchases 1000 shares of
Omega Corporation on June 1st, 500 shares on July 1st, and 250
shares on August 1st, the profit from the sale of the 1000
shares purchased on June 1st is prohibited for any transaction
prior to October 1st (i.e., 60 calendar days following August
1st). In circumstances where a personal transaction in a
Covered Security within the proscribed period is involuntary
(for example, due to unforeseen corporate activity, such as a
merger), the Access Person must notify the Compliance
Department.
In circumstances where an Access Person can document personal
exigencies, the Chief Compliance Officer may grant an
exemption from the prohibition of profiting in the purchase
and sale, or sale and purchase, of the same (or equivalent)
Covered Security within 60 calendar days. Such an exemption is
wholly within the discretion of the Chief Compliance Officer,
and any request for such an exemption will be evaluated on the
basis of the facts of the particular situation.
e) All Investment Personnel are prohibited from serving on the
boards of directors of any issuer of a Covered Security,
absent express prior authorization from the Compliance
Department. Authorization to serve on the board of such a
company may be granted in instances where Compliance
Department determines that such board service would be
consistent with the interests of the Investment Company and
its shareholders. If prior approval to serve as a director of
a company is granted, Investment Personnel have an affirmative
duty to recuse themselves from participating in any
deliberations by the Fund regarding possible investments in
the securities issued by the company on whose board the
Investment Personnel sit. (This shall not limit or restrict
service on the Board of Federated Investors, Inc.)
f) Every Access Person is prohibited from purchasing or selling,
directly or indirectly, any Covered Security in which he or
she has, or by reason of such transaction acquires, a direct
or indirect beneficial ownership interest and which he or she
knows, or should have known, at the time of such purchase or
sale:
i) is being considered for purchase or sale by the Fund;
or
ii) is being purchased or sold by the Fund.
g) Every Access Person is prohibited, in connection with the
purchase or sale, directly or indirectly, by the Access Person
of a Security Held or to be Acquired by the Fund:
i) from employing any device, scheme or artifice to
defraud the Fund;
ii) from making any untrue statement of a material fact
to the Fund or omit to state a material fact
necessary in order to make the statements made to the
Fund, in light of the circumstances under which they
are made, not misleading;
iii) from engaging in any act, practice or course of
business that operates or would operate as a fraud or
deceit on the Fund; or
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iv) from engaging in any manipulative practice with
respect to the Fund.
Examples of this would include causing the Fund to purchase a
Covered Security owned by the Access Person for the purpose of
supporting or driving up the price of the Covered Security,
and causing the Fund to refrain from selling a Covered
Security in an attempt to protect the value of the Access
Person's investment, such as an outstanding option. One test
which will be applied in determining whether this prohibition
has been violated will be to review the Covered Securities
transactions of Access Persons for patterns. However, it is
important to note that a violation could result from a single
transaction if the circumstances warranted a finding that the
provisions of Section 1 of this Code have been violated.
h) Notwithstanding the other restrictions of this Code to which
Disinterested directors are subject, subparagraphs (a) through
(d) of this Section 4 shall not apply to Disinterested
directors.
5. PRE-CLEARANCE REQUIREMENT AND EXEMPTED TRANSACTIONS
a) Every Access Person is prohibited from executing a personal
transaction in any Covered Security (including transactions in
pension or profit-sharing plans in which the Access Person has
a beneficial interest), without express prior approval of the
Compliance Department, in accordance with the Associated
Procedures governing pre-clearance. A purchase or sale of
Covered Securities not otherwise approved pursuant to the
Associated Procedures may, upon request made prior to the
personal transaction, nevertheless receive the approval of the
Compliance Department if such purchase or sale would be: only
remotely potentially harmful to the Fund; very unlikely to
affect a highly institutional market; or clearly not related
economically to the securities to be purchased, sold or held
by the Fund. Notwithstanding the receipt of express prior
approval, any purchases or sales by any Access Person
undertaken in reliance on this provision remain subject to the
prohibitions enumerated in Section 4 of this Code.
b) The pre-clearance requirement in Section 5(a) SHALL NOT apply
to:
i) Purchases or sales which are non-volitional on the
part of either the Access Person or the Fund, subject
to the provisions of Section 4 (g) of this Code.
ii) Purchases which are either made solely with the
dividend proceeds received in a dividend reinvestment
plan; or part of an automatic payroll deduction plan,
whereby an employee purchases securities issued by an
employer.
iii) Purchases effected upon the exercise of rights issued
by an issuer PRO RATA to all holders of a class of
its Covered Securities, to the extent such rights
were acquired from such issuer, and any sales of such
rights so acquired.
iv) Purchases and sales of a Security that represents an
interest in certain indices as determined by the
Compliance Department.
v) Transactions in a Covered Security which involve the
giving of gifts or charitable donations.
vi) Purchases and sales of Covered Securities executed by
a person deemed to be an Access Person SOLELY by
reason of his position as an Officer and/or Director
or Trustee of the Fund. This exemption does not apply
to those persons who are Officers and/or Directors of
an Underwriter or Adviser.
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c) Notwithstanding the other restrictions of this Code to which
Disinterested directors are subject, Section 5 shall not apply
to Disinterested directors.
6. PROHIBITION ON THE RECEIPT OF GIFTS
Every Access Person is prohibited from receiving any gift, favor,
preferential treatment, valuable consideration, or other thing of more
than a DE MINIMIS value in any year from any person or entity from, to
or through whom the Fund purchases or sells Securities, or an issuer of
Securities. For purposes of this Code, "DE MINIMIS value" is equal to
$100 or less. This prohibition shall not apply to:
i) salaries, wages, fees or other compensation paid, or
expenses paid or reimbursed, in the usual scope of an
Access Person's employment responsibilities for the
Access Person's employer;
ii) the acceptance of meals, refreshments or
entertainment of reasonable value in the course of a
meeting or other occasion, the purpose of which is to
hold bona fide business discussions;
iii) the acceptance of advertising or promotional material
of nominal value, such as pens, pencils, note pads,
key chains, calendars and similar items;
iv) the acceptance of gifts, meals, refreshments, or
entertainment of reasonable value that are related to
commonly recognized events or occasions, such as a
promotion, new job, Christmas, or other recognized
holiday; or
v) the acceptance of awards, from an employer to an
employee, for recognition of service and
accomplishment.
7. REPORTING
Every Access Person is required to submit reports of transactions in
Covered Securities to the Compliance Department as indicated below. Any
such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he or
she has any direct or indirect beneficial ownership in the Covered
Security to which the report relates.
INITIAL REPORTING REQUIREMENTS
a) Within 10 calendar days of commencement of employment as an
Access Person, the Access Person will provide a list
including:
i) the title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership when the
person became an Access Person;
ii) the name of any broker, dealer or bank maintaining an
account in which any Security was held for the direct
or indirect benefit of the Access Person as of the
date of employment as an Access Person; and
iii) the date the report is submitted to the Compliance
Department.
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b) Every Access Person is required to direct his broker to
forward to the Chief Compliance Officer (or his designee), on
a timely basis, duplicate copies of both confirmations of all
personal transactions in Covered Securities effected for any
account in which such Access Person has any direct or indirect
beneficial ownership interest and periodic statements relating
to any such account.
QUARTERLY REPORTING REQUIREMENTS
c) Every Access Person shall report the information described in
Section 7(d) of this Code with respect to transactions in any
Covered Security (other than those personal transactions in
Securities exempted under Section 3 of this Code) in which
such Access Person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership.
d) Every report shall be made not later than 10 calendar days
after the end of the calendar quarter in which the transaction
to which the report relates was effected, shall be dated and
signed by the Access Person submitting the report, and shall
contain the following information:
i) the date of the transaction, the title and the number
of shares, the principal amount, the interest rate
and maturity date, if applicable of each Covered
Security involved;
ii) the nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
iii) the price at which the transaction was effected;
iv) the name of the broker, dealer or bank through whom
the transaction was effected; and
v) if there were no personal transactions in any Covered
Security during the period, either a statement to
that effect or the word "None" (or some similar
designation).
e) Every Access Person shall report any new account established
with a broker, dealer or bank in which any Security was
transacted or held for the direct or indirect benefit of the
Access Person during the quarter. The report shall include the
name of the entity with whom the account was established and
the date on which it was established.
ANNUAL REPORTING REQUIREMENTS
f) Every Access Person, on an annual basis or upon request of the
Compliance Department, will be required to furnish a list
including the following information (which information must be
current as of a date no more than 30 days before the report is
submitted) within 10 calendar days of the request:
i) the title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership;
ii) the name of any broker, dealer or bank maintaining an
account in which any Covered Security was held for
the direct or indirect benefit of the Access Person;
and
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iii) the date the report is submitted to the Compliance
Department.
g) In addition, every Access Person is required, on an annual
basis, to certify that they have received, read, and
understand the provisions of this Code and its Associated
Procedures, and that they recognize that they are subject to
its provisions. Such certification shall also include a
statement that the Access Person has complied with the
requirements of this Code and its Associated Procedures and
that the Access Person has disclosed or reported all personal
transactions in Securities that are required to be disclosed
or reported pursuant to the requirements of this Code.
EXEMPTION FOR DISINTERESTED DIRECTORS
h) A Disinterested director is exempt from the "initial reporting
requirements" and "annual reporting requirements" contained in
Section 7.
i) A Disinterested director shall be exempt from the "quarterly
reporting requirements" contained in Section 7, so long as at
the time of the personal transaction in the Covered Security,
the Disinterested director neither knew, nor, in the ordinary
course of fulfilling his official duties as a director of the
Fund, should have known that during the 15-day period
immediately preceding or after the date of the transaction in
the Covered Security by the Disinterested director the Covered
Security was purchased or sold by the Fund, or considered for
purchase or sale.
8. SANCTIONS
a) Upon discovering a violation of this Code or its Associated
Procedures, the Compliance Department may take such actions or
impose such sanctions, if any, as it deems appropriate,
including, but not limited to:,
i) a letter of censure;
ii) suspension;
iii) a fine;
iv) the unwinding of trades;
v) the disgorging of profits; or
vi) the termination of the employment of the violator.
(In instances where the violation is committed by a member of the
Access Person's household, any sanction would be imposed on the Access
Person.)
b) The filing of any false, incomplete or untimely reports, as
required by Section 7 of this Code, may be considered a
violation of this Code.
c) All material violations of this Code and any sanctions imposed
with respect thereto shall be reported to the Board of
Directors of the Fund at least annually.
PROCEDURES FOR PRIOR APPROVAL OF PERSONAL SECURITIES
TRANSACTIONS BY ACCESS PERSONS
PROCESS
PRECLEARANCE APPROVAL USING TRADECOMPLY
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a) An Access Person (defined to include all members of the Access
Person's household) who wishes to effect a personal securities
transaction, whether a purchase, sale, or other disposition,
must preclear the Covered Security in TradeComply prior to
engaging in the transaction. [Because TradeComply does not
include securities being contemplated for purchase by the
Federated Global Management portfolio managers, Access Persons
executing transactions in foreign securities must complete
additional preclearance steps. See "Preclearing Foreign
Securities".]
b) When trading options, the Access Person must preclear the
underlying security before entering into the option contract.
c) Based on established criteria, TradeComply determines whether
the contemplated transaction should be permitted. The primary
criteria applied is whether the Covered Security is on the
Federated Equity Watch List (which is updated weekly in
TradeComply) or Open Order lists, or whether the Covered
Security was traded by any of the Federated advised funds
(fund trade information is updated nightly in TradeComply).
d) Approval is either granted or denied immediately in
TradeComply.
e) If approval is denied, the Access Person is given a specific
reason for the denial. The contemplated personal transaction
in that Covered Security is prohibited until prior approval is
subsequently granted upon request in TradeComply.
f) If approval is granted, the Access Person is free to effect
the personal transaction in that Covered Security DURING THAT
TRADING DAY ONLY. In this regard, open orders for more than
one trading day (good till cancel) must be approved daily in
TradeComply to comply with the Code.
g) All trade requests and their dispositions are maintained in
TradeComply and reviewed by the Compliance Department in
conjunction with other information provided by Access Persons
in accordance with the Code.
h) The Compliance Department reviews all exceptions generated on
TradeComply due to a fund trade occurring after preclearance
approval has been granted. The Compliance Department
determines the appropriate action to be taken to resolve each
exception.
PRECLEARING FOREIGN SECURITIES
i) All access persons wishing to execute a personal trade in a
foreign security must first preclear the security in
TradeComply. TradeComply will approve or deny the preclearance
request based on its knowledge of any fund activity in the
security as well as the access person's trading restrictions
as defined by their assigned compliance group. If the
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preclearance request in TradeComply is denied (Red Light),
then the personal trade may not be executed. If, however, the
preclearance request in TradeComply is approved (Green Light
or Yellow Light), then the access person MUST OBTAIN A SECOND
PRECLEARANCE APPROVAL from the Federated Global trading desk
prior to executing the personal trade.
j) The Head Trader or Senior Vice President in the New York
office will be responsible for granting or denying approval to
the SECOND preclearance request. If approval is granted, then
the personal trade may be executed by the access person. If,
however, approval is denied then the personal trade may not be
executed (even though the first approval was granted in
TradeComply.)
k) If approval is granted, the following "Personal Transaction
Notification" form must be completed so that the Head Trader
can maintain a record of all preclearance requests.
l) The Head Trader sends a copy of any completed forms, whether
approval was granted or denied, to the Compliance Department.
If extraordinary circumstances exist, an appeal may be directed to the
Chief Compliance Officer Brian Bouda at (412) 288-8634. Appeals are
solely within the discretion of the Chief Compliance Officer.
TRANSACTIONS COVERED AND EXEMPTIONS
These procedures apply to Access Persons' personal transactions in "Covered
Security" as defined in Section 2 of the Code. A Covered Security includes:
equity and debt securities; options and warrants to purchase equity or debt
securities; shares of closed-end investment companies; and investments in unit
investment trusts.
These procedures do NOT apply to contemplated transactions in the following
instruments:
a) direct obligations of the Government of the United States
(regardless of their maturities). This exemption does not
apply to indirect obligations of the U.S. Government,
including FNMAs, GNMAs or FHLMCs.);
b) bankers' acceptances;
c) bank certificates of deposit;
d) commercial paper;
e) high quality short-term debt instruments, including repurchase
agreements; and
f) shares of registered open-end investment companies;
In addition, these procedures do NOT apply to the following transactions:
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g) Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or control;
h) Purchases or sales which are non-volitional on the part of
either the Access Person or the Fund, subject to the
provisions of the Code;
i) Purchases which are either: made solely with the dividend
proceeds received in a dividend reinvestment plan; or part of
an automatic payroll deduction plan, whereby an employee
purchases securities issued by an employer; and
j) Purchases effected upon the exercise of rights issued by an
issuer PRO RATA to all holders of a class of its Securities,
to the extent such rights were acquired from such issuer, and
any sales of such rights so acquired.
k) Purchases and sales of a Security that represents an interest
in certain indices as determined by the Compliance Department.
l) Transactions in a Covered Security which involve the giving of
gifts or charitable donations.
m) Purchases and sales of Covered Securities executed by a person
deemed to be an Access Person SOLELY by reason of his position
as an Officer and/or Director or Trustee of the Fund. This
exemption does not apply to those persons who are Officers
and/or Directors of an Underwriter or Adviser.
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SANCTIONS
Failure to comply with the preclearance process may result in any of
the following sanctions being imposed as deemed appropriate by the
Compliance Department:
i) a letter of censure;
ii) suspension;
iii) a fine;
iv) the unwinding of trades;
v) the disgorging of profits; or
vi) the termination of the employment of the violator.
b) (In instances where the violation is committed by a member of
the Access Person's household, any sanction would be imposed
on the Access Person.)
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PERSONAL TRANSACTION NOTIFICATION
I, ________________________________________ intend to buy/sell shares of
_________________________________________ for my personal account or an account
for which I have discretion. I am aware of no conflict this transaction may pose
with any mutual fund managed by Federated Investors or Federated Global
Research.
Signed by: ____________________
Date: ____________________
Acknowledged by: ________________
(Head Trader or Sr. VP)
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Date
Broker-Dealer Name
Address
RE: Your Name
Brokerage Account Number: 1234-5678
Dear Sir/Madam:
As a(n) [employee] [relative residing in the household of an employee]
of Federated Investors, I am subject to certain requirements applicable
to my personal securities transactions, in accordance with the Codes of
Ethics adopted by the various investment companies, investment advisers
and broker/dealers affiliated with Federated Investors. These
requirements also assist Federated Investors in carrying out its
responsibilities under the Insider Trading and Security Fraud
Enforcement Act of 1988. Among these requirements is my obligation to
provide to Federated Investors duplicate brokerage confirmations and
account statements.
Therefore, I hereby request that you provide duplicate confirmations
and account statements with respect to securities in which I have any
beneficial ownership or interest, including securities held in street
name or in house, family, joint or partnership accounts. These
duplicate account memoranda should occur with respect to all
transactions including, but not limited to, those involving options,
warrants, shares of closed end investment companies and futures
contracts. Please forward this information to:
Brian P. Bouda
Chief Compliance Officer
Federated Investors, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Any questions concerning these matters can be directed to Lisa Ling at
(412) 288-6399. Your serious attention to this matter is greatly
appreciated.
Sincerely,
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PROCEDURES FOR THE REPORTING AND REVIEW OF PERSONAL TRANSACTION ACTIVITY
INITIAL REPORTING PROCESS
1. A member of the Compliance Department meets with each new Access Person
and reviews the Code of Ethics, the Insider Trading Policy and the
procedures for preclearing personal securities transactions through
TradeComply.
2. The Access Person is required to complete the "Certification and
Acknowledgment Form" to acknowledge his/her understanding of the Code
of Ethics and return it to the designated Compliance Assistant within
10 calendar days.
3. In addition, the Access Person is required to complete the "Personal
Security Portfolio Form" which includes the following information:
a) the title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or
indirect beneficial ownership when the person became an Access
Person;
b) the name and address of any broker, dealer or bank with whom
the Access Person maintained an account in which any Covered
Security was held for the direct or indirect benefit of the
Access Person as of the date of employment as an Access
Person; and
c) the date the report is submitted to the Compliance Department
4. A separate form must be completed for the Access Person and all
household members as defined in Section 2(c) of the Code. The signed
form(s) must be returned to the Compliance Department within 10
calendar days.
5. A member of the Compliance Department inputs current portfolio holdings
information into TradeComply as "initial" holdings.
6. The Compliance Department notifies each broker, dealer or bank that
duplicate confirmations and statements for the Access Person and
household members, if applicable, must be sent to Brian P. Bouda, Chief
Compliance Officer, effective immediately.
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QUARTERLY REPORTING PROCESS
1. On the first business day after each calendar quarter end, the
Compliance Assistant sends an e-mail to each Access Person giving
step-by-step instructions on how to complete the quarterly reporting
requirements using TradeComply.
2. Within 10 calendar days of the quarter end, the Access Person is
required to:
a) review for accuracy all Covered Security transactions recorded
during the previous calendar quarter in all personal and
household member accounts;
b) review all open account information, including names of
brokers, banks and dealers, addresses and account numbers;
c) notify the Compliance Department of any new accounts
established with brokers, banks or dealers during the quarter
and the date the account was established;
d) resolve any discrepancies with the Compliance Department;
e) record an electronic signature on TradeComply.
3. Covered Security transactions executed by any Access Person during the
calendar quarter are reviewed by Lisa Ling, Compliance Officer,
periodically throughout the quarter using the Compliance Monitor
function in TradeComply.
4. The Compliance Department issues memos to each Access Person if any
transactions he or she has executed during the quarter have been deemed
to be either exceptions to or violations of the Code's requirements.
5. Based on the activity and the responses to the memos, the Compliance
Department may impose any of the sanctions identified in Section 8.
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ANNUAL REPORTING PROCESS
1. At least annually, the Compliance Department requires that each Access
Person read the Code and certify and acknowledge his/her understanding
of the Code and its requirements.
2. This re-certification is required to be completed within 10 calendar
days of the request. The Compliance Department monitors compliance with
this requirement through the electronic signatures on TradeComply.
3. At the same time, the Compliance Department provides each Access Person
with a current list of securities held in the Access Person's
account(s) on TradeComply.
4. Within 10 calendar days of the request, the Access Person is required
to:
a) review for accuracy all securities held in all personal and
household member accounts, including the title, number of
shares and principal amount of each Covered Security in which
the Access Person had any direct or indirect beneficial
ownership;
b) review all open account information, including names of
brokers, banks and dealers, addresses and account numbers;
c) notify the Compliance Department of any new accounts
established with brokers, banks or dealers;
d) resolve any discrepancies with the Compliance Department;
e) record an electronic signature on TradeComply.
REPORTING TO THE BOARD OF DIRECTORS
1. Each quarter, the Compliance Department reports any violations of the
Code to the Board of Directors. Violations of the Code include:
a) failure to preclear a transaction;
b) failure to complete the initial, quarterly or annual reporting
requirements timely, regardless of whether the Access Person
executed any transactions;
c) recognition of a profit on the sale of a security held less
than 60 days;
d) failure to comply with the receipt of gifts requirements; and
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e) any trends or patterns of personal securities trading which
are deemed by the Compliance Department to be violations of
the Code.
2. The Compliance Department provides the Board with the name of the
Access Person; the type of violation; the details of the
transaction(s); and the types of sanctions imposed, if any.
RECORDKEEPING REQUIREMENTS
The Compliance Department maintains the following books and records in
TradeComply for a period no less than 6 calendar years:
a) a copy of the Code of Ethics;
b) a record of any violation of the Code of Ethics and any action
taken as a result of the violation;
c) a copy of each report made by an Access Person, including
initial, quarterly and annual reporting;
d) a record of all Access Persons (current and for the past five
years);
e) a record of persons responsible for reviewing reports; and
f) a copy of any supporting documentation used in making
decisions regarding action taken by the Compliance Department
with respect to personal securities trading.
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