CODE OF ETHICS FOR ACCESS PERSONS
Revised January 1, 2000
Table of Contents
Section Page
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
----------------------
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
o Preclearing Foreign Securities 12
Procedures for the Reporting and Review of Personal Transaction 17
Activity
CODE OF ETHICS REGARDING PERSONAL SECURITIES TRADING
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.
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.
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
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
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.
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.
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
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
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 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:
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.
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.)
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)
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,
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.
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.
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
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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* As the context requires, references herein to the singular include the plural
and masculine pronouns include the feminine.
