Exhibit 23(p) under Form N-1A
Exhibit (99) under Item 601/Reg. S-K
CCB FUNDS
CENTRAL CAROLINA BANK AND TRUST COMPANY
CODE OF ETHICS
1. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES
This Code of Ethics is based on the principles that (1) Access Persons (as
such term is hereinafter defined) owe a fiduciary duty to, among others, the
shareholders of the Investment Company to conduct their personal transactions in
Securities in a manner which neither interferes with Investment Company
portfolio transactions nor otherwise takes unfair or inappropriate advantage of
an Access Person's relationship to the Investment Company; (ii) in complying
with this fiduciary duty, Access Persons owe shareholders the highest duty of
trust and fair dealing; and (iii) Access Persons must, in all instances, place
the interests of the shareholders of the Investment Company ahead of the Access
Person's own personal interests or the interest of others. For example, in order
to avoid the appearance of conflict from a personal transaction in a Security,
the failure to recommend that Security to, or the failure to purchase that
Security for, the Investment Company may be considered a violation of this Code.
Access Persons 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
will NOT automatically insulate an Access Person from scrutiny in instances
where the personal transactions in a Security undertaken by such Access Person
show a pattern of abuse of such Access Person's fiduciary duty to the Investment
Company and its shareholders of a failure to adhere to these general fiduciary
principles.
2. DEFINITIONS
(a) "Adviser" means Central Carolina Bank & Trust Company.
(b) "Investment Company" means each registered investment company (and any
series or portfolios of such company) which is advised by the Adviser and
distributed by Federated Securities Corp. As the context requires,
"Investment Company" may refer to one or more investment companies.
(c) "Access Person" means any director, trustee, officer, managing general
partner, general partner, or Advisory Person of the Adviser, and all
relatives living within the same household of such Access Person.
(d) The "1940 Act" means the Investment Company Act of 1940, as amended.
(e) "Advisory Person" means (i) any employee of the Adviser, who, in connection
with the employee's regular functions or duties, makes, participates in, or
normally obtains information regarding the current purchases or sales of a
Security by the Investment Company, 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 Investment Company who
normally obtains information concerning current recommendations made to the
Investment Company with regard to the purchases or sales of a Security.
(f) "Associated Procedures" means those policies, procedures and/or statements
that have been adopted by the Adviser, and which are designed to supplement
this Code and its provisions.
(g) A Security is "being considered for purchase or sale" when a recommendation
to purchase or sell a Security has been made and communicated and, with
respect to the person making the recommendation, when such person seriously
considers making such a recommendation.
(h) "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
16 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 Securities which an Access Person has or
acquires. As a general matter, "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 Securities (or the ability to direct the
disposition of the Securities); (ii) possesses voting power (including the
power to vote or to direct the voting) over such Securities; or (iii)
receives any benefits substantially equivalent to those of ownership.
(i) "Control" shall have the same meaning as that set forth in Section 2(a)(9)
of the 1940 Act.
(j) "Purchase or sale of a Security" includes, INTER ALIA, the writing of an
option to purchase or sell a Security.
(k) "Investment Personnel" include: Access Persons with direct responsibility
and authority to make investment decisions affecting the Investment Company
(such as portfolio managers); Access Persons who provide information and
advice to such portfolio managers (such as security analysts); and Access
Persons who assist in executing investment decisions for the Investment
Company (such as traders). As the context requires, "Investment Personnel"
may refer to one or more Access Persons.
(l) "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940
Act, and shall include equity and debt securities; options on and warrants
to purchase equity or debt securities; shares of closed-end investment
companies; and Related Securities. "Related Securities" are instruments and
securities that are related to, but not the same as, a Security. For
example, a Related Security may be convertible into a Security, or give its
holder the right to purchase the Security. For purposes of reporting,
"Security" shall include futures contracts. "Security" shall not include:
securities issued by the Government of the United States (including short
term debt securities which are U.S. government securities pursuant to
Section 2(a)(16) of the 1940 Act); bankers acceptances; bank certificates
of deposit; commercial paper; shares of registered open-end investment
companies; Securities which are not eligible for purchase or sale by the
Investment Company (including any Securities representing an ownership
interest in Federated Investors); and such other instruments as may be
determined by the Investment Company's Board of Directors, from time to
time.
(m) "Public Company" means any entity subject to the reporting requirements of
the Securities Exchange Act of 1934.
3. EXEMPTED TRANSACTIONS
The prohibitions of Section 4 of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control.
(b) Purchases or sales which are non-volitional on the part of either the
Access Person or the Investment Company, subject to the provisions of
Section 4 (h) of this Code.
(c) 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.
(d) 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.
(e) Purchases or sales in which (i) the number of shares traded is less than
.0025 of the average daily volume traded in the Security during the
immediately preceding 30-day period, and (ii) the average daily volume
traded in the security is at least 50,000 shares.
4. PROHIBITED TRANSACTIONS AND ACTIVITIES
(a) No Access Person shall purchase or sell, directly or indirectly, any
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 Investment Company; or
(ii) is being purchased or sold by the Investment Company.
(b) Inducing or causing the Investment Company to take action, or to fail to
take action, for the purpose of achieving a personal benefit, rather than
to benefit the Investment Company, is a violation of this Code. Examples of
this would include causing the Investment Company to purchase a Security
owned by the Access Person for the purpose of supporting or driving up the
price of the Security, and causing the Investment Company to refrain from
selling a Security in an attempt to protect the value of the Access
Person's investment, such as an outstanding option.
(c) Using knowledge of the Investment Company's portfolio transactions to
profit by the market effect of such transactions is a violation of this
Code. One test which will be applied in determining whether this
prohibition has been violated will be to review the 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.
(d) All Access Persons are prohibited from acquiring any Security distributed
in an initial public offering, until trading of the Security commences in
the secondary market.
(e) All Access Persons are prohibited from acquiring Securities for their
personal accounts in a private placement made by an issuer that is a Public
Company, without the express prior approval of the President of the Adviser
(or his designee). 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 President of the Adviser (or his designee) if the
Investment Personnel participates in any subsequent consideration of any
potential investment, by the Investment Company, in the issuer of those
securities. The Investment Company's decision to purchase Securities of such an
issuer (following a purchase by an Investment Personnel in an approved personal
transaction) will be subject to an independent review by the President of the
Adviser, or his designee, so long as the person conducting such review has no
personal interest in the issuer.
(f) All Access Persons are prohibited from executing a personal transaction in
all Securities (including transactions in pension or profit-sharing plans
in which the Access Person has a beneficial interest), without express
prior approval of the President of the Adviser (or his designee) in
accordance with the Associated Procedures governing pre-clearance. A
purchase or sale of Securities not otherwise approved pursuant to the
Associated Procedures may, upon request made prior to the personal
transaction, nevertheless receive the approval of the President of the
Adviser (or his designee) if such purchase or sale would be: only remotely
potentially harmful to the Investment Company; very unlikely to affect a
highly institutional market; or clearly not related economically to the
securities to be purchased, sold or held by the Investment Company.
Notwithstanding the receipt of express prior approval, any purchases or
sales by Access Persons undertaken in reliance on this provision remain
subject to the prohibitions enumerated in Section 4(g) and (h) of this
Code.
(g) All Access Persons are prohibited from executing a personal transaction in
any Security on a day during which the Investment Company has a pending
"buy" or "sell" order for that Security, until the Investment Company's
order is either executed or withdrawn. All Investment Personnel are
prohibited from purchasing or selling any Security within seven (7)
calendar days before and after the Investment Company purchases or sells
the same Security. Transactions undertaken in violation of this prohibition
will either be required to be unwound, or any profits realized by an Access
Person on any personal transactions in Securities within the prescribed
periods (either undertaken while the Investment Company has an open order,
or within the 7-day blackout period) will be required to be disgorged (to
an equity designated by the President of the Adviser or his designee), and
the Access Person will be subject to disciplinary action, as determined by
the Director of Compliance and/or the Investment Company's Board of
Directors.
(h) All Investment Personnel are 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 Investment Company purchases or sells Securities, or an
issuer of Securities. For purposes of this Code, "DE MINIMIS value" is
equal to $100 or less.
(i) All Investment Personnel are prohibited from serving on the boards of
directors of any Public Company absent express prior authorization from the
president of the Adviser (or his designee). Authorization to serve on the
board of a Public Company may be granted in instances where the President
of the Adviser (or his designee) 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 Public Company
is granted, an Investment Personnel has an affirmative duty to excuse
himself from participating in any deliberations by the Investment Company
regarding possible investments in the securities issued by the Public
Company on whose board the Investment Personnel sits.
Notwithstanding the other restrictions of this Code to which directors and
officers of the Advisor are subject, sub-paragraphs (d) through (g) shall apply
only to a director or an officer of the Advisor who makes any recommendation,
participates in the determination of recommendations which recommendation shall
be made, or whose principal function or duties relate to the determination of
which recommendation shall be made to the Investment Company, or who in
connection with his duties, obtains any information concerning securities
recommendations being made by the Advisor to the Investment Company.
5. REPORTING
(a) Every Access Person shall report to the Adviser the information described
in Section 5(b) of this Code with respect to transactions (other than those
personal transactions in Securities exempted under Section 3(a) through
3(d) of this Code) in any Security in which such Access Person has, or by
reason of such transaction acquires any direct or indirect beneficial
ownership.
(b) 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, and
the principal amount of each 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 Securities during the
period, either a statement to that effect or the word "None" (or some
similar designation).
(c) 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 Security to which
the report relates.
(d) Every Access Person is required to direct his or her broker to forward to
the President of the Adviser (or his designee), on a timely basis,
duplicate copies of both confirmations of all personal transactions in
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.
(e) Any Access Person who receives any gift, favor, preferential treatment,
valuable consideration or other thing of value of more than DE MINIMIS
value in any year from any person or entity that does business either with
or on behalf of the Investment Company (including an issuer of Securities
or any entity or person through whom the Investment Company purchases or
sells Securities) is required to report the receipt of such gift to the
Director of Compliance (or his designee). This reporting requirement 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.
f. 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.
g. All Access Persons, on an annual basis or upon request of the Director
of Compliance (or his designee), will be required to furnish a list of
all Securities held by such Access Person or the members of his
household. All Access Persons, upon commencement of employment, are
required to disclose all personal Securities holdings, and 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.
In addition, all Access Persons are required, on an annual basis, to
certify that they have received, read and understand the provisions of this
Code, 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 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.
6. SANCTIONS
Upon discovering a violation of this Code (or, in certain instances, its
Associated Procedures), the Adviser may take such actions or impose such
sanctions, if any, as it deems appropriate, including , INTER ALIA, a letter of
censure or suspension, a fine, or 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.)
The filing of any false, incomplete or untimely reports, as required by Section
5 of this Code, may (depending on the circumstances) be considered a violation
of this Code. All material violations of this Code and any sanctions imposed
with respect thereto should be reported periodically to the Board of Directors
of the Investment Company.
ACKNOWLEDGEMENT
I have read and understand the foregoing procedures and will comply in all
respects with such procedures. I have kept a copy of this for my records.
Name ...... Date
