ITEM 77E.  LEGAL PROCEEDINGS

LEGAL PROCEEDINGS
Since October 2003, Federated and related entities (collectively,
 "Federated"), and various Federated funds ("Funds"),
have been named
as defendants in several class action lawsuits now pending
in the United States
 District Court for the District 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 alleging that Federated engaged in illegal and
improper trading practices including market timing and late
trading in concert
 with certain institutional traders, which allegedly caused
financial injury to the mutual fund shareholders. These
lawsuits began to be
filed shortly after Federated's first public announcement
that it had received requests for information on shareholder
trading activities
in the Funds from the SEC, the Office of the New York
State Attorney General ("NYAG"), and other authorities.
 In that regard, on November
 28, 2005, Federated announced that it had
reached final settlements with the SEC and the NYAG with
 respect to those matters.
Specifically, the SEC and NYAG settled
proceedings against three Federated subsidiaries involving
undisclosed market timing
arrangements and late trading. The SEC made
findings: that Federated Investment Management Company ("FIMC"),
 an SEC-registered
investment adviser to various Funds, and
Federated Securities Corp., an SEC-registered broker-dealer and
 distributor for the
Funds, violated provisions of the Investment Advisers
Act and Investment Company Act by approving, but not disclosing,
 three market timing
arrangements, or the associated conflict of
interest between FIMC and the funds involved in the arrangements,
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
employee from late trading in violation of provisions 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 has already paid
approximately $8.0
 million to certain funds as determined by an independent
consultant. As part of these settlements, Federated agreed to
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
 as investment adviser to any registered investment
company unless (i) at least 75% of the fund's directors are
independent of
Federated, (ii) the chairman of each such fund is
independent of Federated, (iii) no action 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 applicable 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 previous 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 named 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, excessive advisory
and Rule 12b-1 fees.
The board of the Funds has retained the law firm of Dickstein Shapiro
 Morin &
Oshinsky LLP to represent the Funds in these
lawsuits. Federated and the Funds, and their respective counsel, are
reviewing the
allegations and intend to defend this litigation.
Additional lawsuits based 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 adverse publicity
and/or other developments resulting from the regulatory
investigations will not
result in increased Fund redemptions, reduced sales of
Fund shares, or other adverse consequences for the Funds.