Sub-Item 77 E

LEGAL PROCEEDINGS

Since October 2003, Federated and related
 entities (collectively, "Federated"), and
 various Federated
funds ("Funds"), have been named as defend
ants in several class action lawsuits now
pending in the
United States District Court for the Distr
ict of Maryland. The lawsuits were purportedly
 filed on behalf of
people who purchased, owned and/or redeemed
 shares of Federated-sponsored mutual funds during
specified periods beginning November 1, 1998
. The suits are generally similar in allegin
g that Federated
engaged in illegal and improper trading prac
tices including market timing and late tradi
ng in concert with
certain institutional traders, which alleged
ly caused financial injury to the mutual fund
 shareholders.
These lawsuits began to be filed shortly aft
er Federated's first public announcement th
at it had received
requests for information on shareholder tra
ding activities in the Funds from the SEC,
the Office of the
New York State Attorney General ("NYAG"), a
nd other authorities. In that regard, on November 28,
2005, Federated announced that it had reac
hed final settlements with the SEC and the
 NYAG with respect
to those matters. Specifically, the SEC a
nd NYAG settled proceedings against three
Federated
subsidiaries involving undisclosed market
timing arrangements and late trading. The
SEC made findings:
that Federated Investment Management Compa
ny ("FIMC"), an SEC-registered investment
adviser to
various Funds, and Federated Securities Co
rp., an SEC-registered broker-dealer and d
istributor for the
Funds, violated provisions of the Investme
nt Advisers Act and Investment Company Act by approving,
but not disclosing, three market timing a
rrangements, or the associated conflict of
 interest between FIMC
and the funds involved in the arrangement
s, either to other fund shareholders or to
 the funds' board; and
that Federated Shareholder Services Company
, formerly an SEC-registered transfer agent, failed to
prevent a customer and a Federated employe
e from late trading in violation of provisi
ons of the
Investment Company Act. The NYAG found that
 such conduct violated provisions of New York State
law. Federated entered into the settlements
 without admitting or denying the regulators' findings. As
Federated previously reported in 2004, it h
as already paid approximately $8.0 million t
o certain funds as
determined by an independent consultant. As
part of these settlements, Federated agreed t
o pay
disgorgement and a civil money penalty in the
aggregate amount of an additional $72 million and, among
other things, agreed that it would not serve a
s investment adviser to any registered investment company
unless (i) at least 75% of the fund's director
s are independent of Federated, (ii) the chairman of each such
fund is independent of Federated, (iii) no act
ion may be taken by the fund's board or any committee
thereof unless approved by a majority of the
independent trustees of the fund or committee, respectively,
and (iv) the fund appoints a "senior officer"
who reports to the independent trustees and is responsible for
monitoring compliance by the fund with applic
able laws and fiduciary duties and for managing the
process by which management fees charged to a
 fund are approved. The settlements are described in
Federated's announcement which, along with pr
evious press releases and related communications on
those matters, is available in the "About Us"
 section of Federated's website at FederatedInvestors.com.
Federated and various Funds have also been nam
ed as defendants in several additional lawsuits, the
majority of which are now pending in the United
States District Court for the Western District of
Pennsylvania, alleging, among other things, excess
ive advisory and Rule 12b-1 fees.
The board of the Funds has retained the law firm
of Dickstein Shapiro LLP to represent the Funds in these
lawsuits. Federated and the Funds, and their res
pective counsel, are reviewing the allegations and intend
to defend this litigation. Additional lawsuits ba
sed upon similar allegations may be filed in the future. The
potential impact of these lawsuits, all of which
 seek unquantified damages, attorneys' fees, and expenses,
and future potential similar suits is uncertain.
 Although we do not believe that these lawsuits will have a
material adverse effect on the Funds, there can
be no assurance that these suits, ongoing adver
se publicity
and/or other developments resulting from the reg
ulatory investigations will not result in increased Fund
redemptions, reduced sales of Fund shares, or o
ther adverse consequences for the Funds.





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