Exhibt 5(ii) under Form N-1A
Exhibit 10 under Item 601 Reg. S-K
MANAGED SERIES TRUST
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Federated Management, a Delaware
business trust (hereinafter referred to as "Adviser") and Federated Global
Research Corp., a Delaware corporation having its principal place of
business in New York, New York (hereinfter referred to as the "Sub-
Adviser").
WITNESSETH:
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 Federated Managed Aggressive Growth Fund,
Federated Managed Growth Fund, Federated Managed Growth and Income Fund,
and Federated Managed Income Fund (individually, a `Fund'', collectively,
the "Funds"), portfolios of Managed Series Trust ("Trust"), 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").
2. For its services under this Agreement, Sub-Adviser shall receive
from Adviser an annual fee ("the Sub-Advisory Fee"), as set forth in the
exhibits hereto. In the event that the fee due from the Trust to the
Adviser on behalf of the Fund is reduced in order to meet expense
limitations imposed on the Fund by state securities laws or regulations,
the Sub-Advisory Fee shall be reduced by one-half of said reduction in the
fee due from the Trust to the Adviser on behalf of the Fund.
Notwithstanding any other provision of this Agreement, the Sub-Adviser
may from time to time and for such periods as it deems appropriate, reduce
its compensation (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 a 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 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 Act) of the Fund on sixty
(60) days' written notice to Sub-Adviser; or (b) by Sub-Adviser or Adviser
upon 120 days' written notice to the other party to the Agreement.
5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the Investment
Company Act of 1940); 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 the Fund, neither Adviser nor
Sub-Adviser shall act as an investment adviser (as such term is defined in
the Investment Company Act of 1940) 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 6 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 Investment Company Act of 1940, 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
Investment Company Act of 1940) of the Fund.
Exhibit A
Managed Series Trust
Federated Managed Aggressive Growth Fund, Federated Managed Growth Fund,
Federated Managed Growth and Income Fund, and Federated Managed Income Fund
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Sub-Adviser shall
receive from the Adviser an allocable portion of each Fund's investment
advisory fee. Such allocation shall be based on the amount of foreign
securities which Sub-Adviser is managing for each Fund. The Sub-Advisory
Fee shall be accrued daily, and paid daily as set forth in the Primary
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, and their
corporate seals to be affixed hereto this 20th day of November, 1995.
ATTEST: FEDERATED MANAGEMENT
/s/ Xxxxxxx X. Xxxx By:/s/ Xxxxxxx X. Xxxxxx, III
Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxxx, III
Secretary Vice President
FEDERATED GLOBAL RESEARCH CORP.
/s/ Xxxxxxx X. Xxxx By:/s/ Xxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxx Xxxxx X. Xxxxxxxx
Secretary Executive Vice President
