Exhibit 23(d)(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Federated Managed Allocation Portfolios
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between FEDERATED EQUITY MANAGEMENT COMPANY OF
PENNSYLVANIA, a Delaware statutory trust located in Pittsburgh, Pennsylvania
(hereinafter referred to as "Adviser") and FEDERATED INVESTMENT MANAGEMENT
COMPANY, a Delaware statutory trust located in Pittsburgh, Pennsylvania
(hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
s
That the parties hereto, intending to be legally bound hereby agree as
follows:
1. Sub-Adviser hereby agrees to furnish to Adviser in its capacity as
investment adviser to each of the portfolios ("Funds") of Federated Managed
Allocation Portfolios ("Trust") for which Adviser executes an Exhibit to this
Agreement, such investment advice, statistical and other factual information, as
may from time to time be reasonably requested by Adviser for the Fund, which may
be offered in one or more classes of shares ("Classes"). Both Adviser and
Sub-Adviser are registered as investment advisers under the Investment Advisers
Act of 1940.
2. For its services under this Agreement for each Fund, Sub-Adviser shall
receive from Adviser an annual fee, as set forth in the exhibit(s) hereto.
The Sub-Adviser may from time to time and for such periods as it deems
appropriate, reduce its compensation for a Fund (and, if appropriate, assume
expenses of the Fund or Class of the Fund) to the extent that the Fund's
expenses exceed such lower expense limitation as the Sub-Adviser may, by notice
to the Trust on behalf of the Fund, voluntarily declare to be effective.
3. This Agreement shall begin for a Fund on the date that the parties
execute an exhibit to this Agreement relating to such Fund and shall continue in
effect for the Fund for two years from the date of its execution and from year
to year thereafter, subject to the provisions for termination and all of the
other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Agreement or interested persons of any such party (other than as
Trustees of the Trust) cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified the Trust in writing at least sixty (60)
days prior to the anniversary date of this Agreement in any year thereafter that
it does not desire such continuation with respect to the Fund.
4. Notwithstanding any provision in this Agreement, it may be terminated
for any Fund at any time without the payment of any penalty: (a) by the Trustees
of the Trust or by a vote of a majority of the outstanding voting securities (as
defined in Section 2(a)(42) of the Investment Company Act of 1940 ("Act") of the
Fund on sixty (60) days' written notice to Adviser; (b) by Sub-Adviser or
Adviser upon 120 days' written notice to the other party to this Agreement.
5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the Act); or
(b) in the event of termination of the Investment Advisory Contract for
any reason whatsoever.
6. So long as both Adviser and Sub-Adviser shall be legally qualified to
act as an investment adviser to a Fund, neither Adviser nor Sub-Adviser shall
act as an investment adviser (as such term is defined in the Act) to the Fund
except as provided herein and in the Investment Advisory Contract or in such
other manner as may be expressly agreed between Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior to
the end of any term of this Agreement or for any reason be unable or unwilling
to serve for a successive term which has been approved by the Trustees of the
Trust pursuant to the provisions of Paragraph 3 of this Agreement or Paragraph 7
of the Investment Advisory Contract, the remaining party, Sub-Adviser or Adviser
as the case may be, shall not be prohibited from serving as an investment
adviser to such Fund by reason of the provisions of this Paragraph 6.
7. This Agreement may be amended from time to time by agreement of the
parties hereto provided that such amendment shall be approved both by the vote
of a majority of Trustees of the Trust, including a majority of Trustees who are
not parties to this Agreement or interested persons, as defined in Section
2(a)(19) of the Act, of any such party at a meeting called for that purpose,
and, where required by Section 15(a)(2) of the Act, by the holders of a majority
of the outstanding voting securities (as defined in Section 2(a)(42) of the Act)
of the Fund.
8. The services furnished by the Sub-Adviser hereunder are not to be deemed
exclusive and the Sub-Adviser shall be free to furnish similar services to
others so long as its services under this Agreement are not impaired thereby.
9. Sub-Adviser agrees to maintain the security and confidentiality of
nonpublic personal information ("NPI") of Fund customers and consumers, as those
terms are defined in Xxxxxxxxxx X-X, 00 XXX Part 248. Adviser agrees to use and
redisclose such NPI for the limited purposes of processing and servicing
transactions; for specific law enforcement and miscellaneous purposes; and to
service providers or in connection with joint marketing arrangements directed by
the Fund, in each instance in furtherance of fulfilling Adviser's obligations
under this Agreement and consistent with the exceptions provided in 17 CFR
Sections 248.14, 248.15 and 248.13, respectively.
10. Adviser and Sub-Adviser agree that as between Adviser and Sub-Adviser,
Adviser shall be solely responsible for the allocation of the Fund's investment
portfolio between the equity portion to be managed by Adviser and the fixed
income portion to be managed by Sub-Adviser. Adviser shall indemnify and hold
harmless the Sub-Adviser from and against any and all claims, damages, losses
and expenses resulting from such allocation decisions and incurred by or
asserted against by Sub-Adviser, including reasonable attorneys fees and legal
expenses of investigating or defending against any such claims.
Exhibit A
Federated Managed Allocation Portfolios
Federated Conservative Allocation Fund
(formerly Federated Managed Conservative Growth Portfolio)
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
Sub-Adviser a Sub-Advisory Fee equal to 0.24% of the fixed income portion of the
average daily net assets of the above-mentioned portfolio. The Sub-Advisory Fee
shall be accrued Daily, and paid Daily as set forth in the primary Investment
Advisory Contract dated December 1, 1993.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers as of the 1st day of
January, 2004.
Federated Equity Management Company
of Pennsylvania
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President
Federated Investment Management
Company
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
Exhibit B
Federated Managed Allocation Portfolios
Federated Growth Allocation Fund
(formerly Federated Managed Growth Portfolio)
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall
pay Sub-Adviser a Sub-Advisory Fee equal to 0.24% of the fixed income
portion of the average daily net assets of the above-mentioned
portfolio. The Sub-Advisory Fee shall be accrued Daily, and paid Daily
as set forth in the primary Investment Advisory Contract dated March 1,
1994.
This Exhibit duly incorporates by reference the Sub-Advisory
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed on their behalf by their duly authorized officers as of
the 1st day of January, 2004.
Federated Equity Management Company
of Pennsylvania
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President
Federated Investment Management
Company
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
Exhibit C
Federated Managed Allocation Portfolios
Federated Moderate Allocation Fund
(formerly Federated Managed Moderate Growth Portfolio)
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall
pay Sub-Adviser a Sub-Advisory Fee equal to 0.24% of the fixed income
portion of the average daily net assets of the above-mentioned
portfolio. The Sub-Advisory Fee shall be accrued Daily, and paid Daily
as set forth in the primary Investment Advisory Contract dated December
1, 1993.
This Exhibit duly incorporates by reference the Sub-Advisory
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed on their behalf by their duly authorized officers as of
the 1st day of January, 2004.
Federated Equity Management Company
of Pennsylvania
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: President
Federated Investment Management
Company
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of January 1, 2004, that
Federated Managed Allocation Portfolios, a business trust duly
organized under the laws of the Commonwealth of Massachusetts (the
"Trust"), does hereby nominate, constitute and appoint Federated
Investment Management Company, a statutory trust duly organized under
the laws of the Delaware (the "Sub-Adviser"), to act hereunder as the
true and lawful agent and attorney-in-fact of the Trust, acting on
behalf of each of the series portfolios for which the Sub-Adviser acts
as investment adviser shown on Schedule 1 attached hereto and
incorporated by reference herein (each such series portfolio being
hereinafter referred to as a "Fund" and collectively as the "Funds"),
for the specific purpose of executing and delivering all such
agreements, instruments, contracts, assignments, bond powers, stock
powers, transfer instructions, receipts, waivers, consents and other
documents, and performing all such acts, as the Sub-Adviser may deem
necessary or reasonably desirable, related to the acquisition,
disposition and/or reinvestment of the funds and assets of a Fund of
the Trust in accordance with Sub-Adviser's supervision of the
investment, sale and reinvestment of the funds and assets of each Fund
pursuant to the authority granted to the Adviser as investment adviser
of each Fund under that certain investment advisory contract dated
January 1, 2004, by and between the Sub-Adviser and the Trust (such
investment advisory contract, as may be amended, supplemented or
otherwise modified from time to time is hereinafter referred to as the
"Sub-Advisory Contract").
The Sub-Adviser shall exercise or omit to exercise the powers and
authorities granted herein in each case as the Adviser in its sole and
absolute discretion deems desirable or appropriate under existing
circumstances. The Trust hereby ratifies and confirms as good and
effectual, at law or in equity, all that the Sub-Adviser, and its
officers and employees, may do by virtue hereof. However, despite the
above provisions, nothing herein shall be construed as imposing a duty
on the Sub-Adviser to act or assume responsibility for any matters
referred to above or other matters even though the Sub-Adviser may have
power or authority hereunder to do so. Nothing in this Limited Power
of Attorney shall be construed (i) to be an amendment or modifications
of, or supplement to, the Investment Advisory Contract, (ii) to amend,
modify, limit or denigrate any duties, obligations or liabilities of
the Sub-Adviser under the terms of the Investment Advisory Contract or
(iii) exonerate, relieve or release the Sub-Adviser any losses,
obligations, penalties, actions, judgments and suits and other costs,
expenses and disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against the Sub-Adviser (x)
under the terms of the Investment Advisory Contract or (y) at law, or
in equity, for the performance of its duties as the investment
Sub-Adviser of any of the Funds.
The Trust hereby agrees to indemnify and save harmless the
Sub-Adviser and its trustees, officers and employees (each of the
foregoing an "Indemnified Party" and collectively the "Indemnified
Parties") against and from any and all losses, obligations, penalties,
actions, judgments and suits and other costs, expenses and
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against an Indemnified Party, other than as a
consequence of gross negligence or willful misconduct on the part of an
Indemnified Party, arising out of or in connection with this Limited
Power of Attorney or any other agreement, instrument or document
executed in connection with the exercise of the authority granted to
the Sub-Adviser herein to act on behalf of the Trust, including without
limitation the reasonable costs, expenses and disbursements in
connection with defending such Indemnified Party against any claim or
liability related to the exercise or performance of any of the
Sub-Adviser's powers or duties under this Limited Power of Attorney or
any of the other agreements, instruments or documents executed in
connection with the exercise of the authority granted to the
Sub-Adviser herein to act on behalf of the Trust, or the taking of any
action under or in connection with any of the foregoing. The
obligations of the Trust under this paragraph shall survive the
termination of this Limited Power of Attorney with respect to actions
taken by the Sub-Adviser on behalf of the Trust during the term of this
Limited Power of Attorney. No Fund shall have any joint or several
obligation with any other Fund to reimburse or indemnify an Indemnified
Party for any action, event, matter or occurrence performed or omitted
by or on behalf of the Sub-Adviser in its capacity as agent or
attorney-in-fact of Trust acting on behalf of any other Fund hereunder.
Any person, partnership, corporation or other legal entity
dealing with the Sub-Adviser in its capacity as attorney-in-fact
hereunder for the Trust is hereby expressly put on notice that the
Sub-Adviser is acting solely in the capacity as an agent of the Trust
and that any such person, partnership, corporation or other legal
entity must look solely to the Trust in question for enforcement of any
claim against the Trust, as the Sub-Adviser assumes no personal
liability whatsoever for obligations of the Trust entered into by the
Sub-Adviser in its capacity as attorney-in-fact for the Trust.
Each person, partnership, corporation or other legal entity which
deals with a Fund of the Trust through the Sub-Adviser in its capacity
as agent and attorney-in-fact of the Trust, is hereby expressly put on
notice (i) that all persons or entities dealing with the Trust must
look solely to the assets of the Fund of the Trust on whose behalf the
Sub-Adviser is acting pursuant to its powers hereunder for enforcement
of any claim against the Trust, as the Directors, officers and/or
agents of such Trust, the shareholders of the various classes of shares
of the Trust and the other Funds of the Trust assume no personal
liability whatsoever for obligations entered into on behalf of such
Fund of the Trust, and (ii) that the rights, liabilities and
obligations of any one Fund are separate and distinct from those of any
other Fund of the Trust.
The execution of this Limited Power of Attorney by the Trust
acting on behalf of the several Funds shall not be deemed to evidence
the existence of any express or implied joint undertaking or
appointment by and among any or all of the Funds. Liability for or
recourse under or upon any undertaking of the Sub-Adviser pursuant to
the power or authority granted to the Sub-Adviser under this Limited
Power of Attorney under any rule of law, statute or constitution or by
the enforcement of any assessment or penalty or by legal or equitable
proceedings or otherwise shall be limited only to the assets of the
Fund of the Trust on whose behalf the Sub-Adviser was acting pursuant
to the authority granted hereunder.
The Trust hereby agrees that no person, partnership, corporation
or other legal entity dealing with the Sub-Adviser shall be bound to
inquire into the Sub-Adviser's power and authority hereunder and any
such person, partnership, corporation or other legal entity shall be
fully protected in relying on such power or authority unless such
person, partnership, corporation or other legal entity has received
prior written notice from the Trust that this Limited Power of Attorney
has been revoked. This Limited Power of Attorney shall be revoked and
terminated automatically upon the cancellation or termination of the
Investment Advisory Contract between the Trust and the Sub-Adviser.
Except as provided in the immediately preceding sentence, the powers
and authorities herein granted may be revoked or terminated by the
Trust at any time provided that no such revocation or termination shall
be effective until the Sub-Adviser has received actual notice of such
revocation or termination in writing from the Trust.
This Limited Power of Attorney constitutes the entire agreement
between the Trust and the Sub-Adviser, may be changed only by a writing
signed by both of them, and shall bind and benefit their respective
successors and assigns; provided, however, the Sub-Adviser shall have
no power or authority hereunder to appoint a successor or substitute
attorney in fact for the Trust.
This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without
reference to principles of conflicts of laws. If any provision hereof,
or any power or authority conferred upon the Sub-Adviser herein, would
be invalid or unexercisable under applicable law, then such provision,
power or authority shall be deemed modified to the extent necessary to
render it valid or exercisable while most nearly preserving its
original intent, and no provision hereof, or power or authority
conferred upon the Sub-Adviser herein, shall be affected by the
invalidity or the non-exercisability of another provision hereof, or of
another power or authority conferred herein.
This Limited Power of Attorney may be executed in as many
identical counterparts as may be convenient and by the different
parties hereto on separate counterparts. This Limited Power of
Attorney shall become binding on the Trust when the Trust shall have
executed at least one counterpart and the Sub-Adviser shall have
accepted its appointment by executing this Limited Power of Attorney.
Immediately after the execution of a counterpart original of this
Limited Power of Attorney and solely for the convenience of the parties
hereto, the Trust and the Sub-Adviser will execute sufficient
counterparts so that the Sub-Adviser shall have a counterpart executed
by it and the Trust, and the Trust shall have a counterpart executed by
the Trust and the Sub-Adviser. Each counterpart shall be deemed an
original and all such taken together shall constitute but one and the
same instrument, and it shall not be necessary in making proof of this
Limited Power of Attorney to produce or account for more than one such
counterpart.
IN WITNESS WHEREOF, the Trust has caused this Limited Power of
Attorney to be executed by its duly authorized officer as of the date
first written above.
Federated Managed Allocation
Portfolios
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
January 1, 2004
Federated Investment Management Company
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of January 1, 2004
by Federated Managed Allocation Portfolios
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Investment Management Company
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Conservative Allocation Fund
Federated Growth Allocation Fund
Federated Moderate Allocation Fund
