Exhibit 23(d)(v) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
ASSIGNMENT of
INVESTMENT ADVISORY CONTRACT and
SUB-ADVISORY AGREEMENT
Federated Managed Allocation Portfolios
THIS ASSIGNMENT is entered into as of January 1, 2004 by and between
FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust ("FIMC"),
and FEDERATED EQUITY MANAGEMENT COMPANY OF PENNSYLVANIA, a Delaware statutory
trust ("FEMCOPA").
WHEREAS, FIMC, then known as Federated Management, entered into an
Investment Advisory Contract dated as of December 1, 1993 and an amendment
thereto dated as of June 1, 2001 (collectively, the "Advisory Contract") with
Federated Managed Allocation Portfolios, a Massachusetts business trust (the
"Trust") formerly known as Managed Series Trust, including the Exhibits thereto
making the Contract applicable to the following portfolios of the Trust (the
"Funds"):
Exhibit Date Fund
B December 1, Federated Conservative Allocation Fund (formerly
1993 Federated Managed Conservative Growth Portfolio)
C December 1, Federated Moderate Allocation Fund (formerly
1993 Federated Managed Moderate Growth Portfolio)
D March 1, 1994 Federated Growth Allocation Fund (formerly
Federated Managed Growth Portfolio)
WHEREAS, FIMC has entered into a Sub-Advisory Agreement dated as of
November 20, 1995 with Federated Global Investment Management Corp., a Delaware
corporation, with respect to the Funds;
WHEREAS, FIMC desires to assign to FEMCOPA its rights, duties and
responsibilities with respect to each of the Funds under the Advisory Contract
and under the aforementioned Subadvisory Agreement (together with the Advisory
Agreement, collectively the "Contracts"), and FEMCOPA desires to accept such
assignments from FIMC; and
WHEREAS, the Board of Trustees of the Trust has approved the assignment of
the Contracts from FIMC to FEMCOPA;
KNOW ALL MEN BY THESE PRESENTS THAT:
In consideration of the sum of One Dollar ($1.00) and other good and
valuable consideration, receipt of which is hereby acknowledged, FIMC does
hereby assign to FEMCOPA all of its rights, duties and responsibilities with
respect to the Funds named above under the Contracts described above, and
FEMCOPA does hereby accept such assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed by their authorized representatives as of the date first hereinabove
set forth.
FEDERATED INVESTMENT FEDERATED EQUITY MANAGEMENT
MANAGEMENT COMPANY COMPANY OF PENNSYLVANIA
By: /s/ G. Xxxxxx Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Vice President Title: 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 Management Company of Pennsylvania, a statutory
trust duly organized under the laws of the State of Delaware (the "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 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 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
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 December 1, 1993 by and between the 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 "Investment Advisory Contract").
The 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
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 Adviser to act or assume responsibility for any matters referred to
above or other matters even though the 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 Adviser under the terms of the Investment
Advisory Contract or (iii) exonerate, relieve or release the 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 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 adviser of any of the Funds.
The Trust hereby agrees to indemnify and save harmless the 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 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
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 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 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 Adviser in its capacity
as agent or attorney-in-fact of the Trust acting on behalf of any other Fund
hereunder.
Any person, partnership, corporation or other legal entity dealing with the
Adviser in its capacity as attorney-in-fact hereunder for the Trust is hereby
expressly put on notice that the 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 Adviser assumes no personal liability whatsoever
for obligations of the Trust entered into by the 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 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 Adviser is acting pursuant to its powers
hereunder for enforcement of any claim against the Trust, as the Trustees,
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
Adviser pursuant to the power or authority granted to the 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 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 Adviser shall be bound to inquire into the
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 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 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 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 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 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 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
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 Adviser will execute sufficient counterparts so that the
Adviser shall have a counterpart executed by it and the Trust, and the Trust
shall have a counterpart executed by the Trust and the 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 Equity Management Company
of Pennsylvania
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: 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 Equity Management Company of Pennsylvania
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Conservative Allocation Fund
Federated Growth Allocation Fund
Federated Moderate Allocation Fund
