1933 Act File No. 33-51247
1940 Act File No. 811-7129
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. 2 . X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 2 X
MANAGED SERIES TRUST
(formerly, Allocation Series Trust)
(Exact name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esq., Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as possible after
the effectiveness of the
Registration Statement
Copies to:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
Pursuant to the provisions of Rule 24f-2 of the Investment Company Act of
1940, Registrant hereby elects to register an indefinite number of shares.
Amendment Pursuant to Rule 473
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission acting
pursuant to said Section 8(a), may determine.
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of MANAGED SERIES TRUST
(formerly, Allocation Series Trust), which consists of four portfolios: (1)
Federated Managed Income Fund (formerly, Managed Income Fund), (2)
Federated Managed Growth and Income Fund (formerly, Managed Growtha nd
Income Fund), (3) Federated Managed Growth Fund (formerly, Managed Growth
Fund), and (4) Federated Managed Aggressive Growth Fund (formerly, Managed
Aggressive Growth Fund), each having two classes of shares, (a)
Institutional Service Shares and (b) Select Shares, is comprised of the
following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page (1-4) Cover Page.
Item 2. Synopsis (1-4) Summary of Fund Expenses.
Item 3. Condensed Financial
Information (1-4) Performance Information.
Item 4. General Description of
Registrant (1-4) General Information; (1-4)
Investment Information; (1-4)
Investment Objective; (1-4)
Investment Policies; (1-4)
Acceptable Investments; (1-4)
Investment Limitations.
Item 5. Management of the Fund (1-4) Trust Information; (1-4)
Management of the Trust; (1-4)
Administration of the Fund; (1-4)
Administrative Services; (1-4)
Brokerage Transactions; (1a-4a)
Expenses of the Fund and
Institutional Service Shares;
(1b-4b) Expenses of the Fund and
Select Shares.
Item 6. Capital Stock and Other
Securities (1-4) Dividends; (1-4) Capital
Gains; (1-4) Shareholder
Information; (1-4) Voting Rights;
(1-4) Massachusetts Partnership
Law; (1-4) Tax Information; (1-4)
Federal Income Tax; (1-4)
Pennsylvania Corporate and
Personal Property Taxes; (1-4)
Other Classes of Shares.
Item 7. Purchase of Securities Being
Offered (1-4) Net Asset Value; (1a-4a)
Investing in Institutional
Service Shares; (1b-4b) Investing
in Select Shares; (1-4) Share
Purchases; (1-4) Minimum
Investment Required; (1-4) What
Shares Cost; (1-4) Subaccounting
Services; (1a-4a) Distribution of
Institutional Service Shares;
(1b-4b) Distribution of Select
Shares; (1-4) Shareholder
Services Plan; (1b-4b)
Distribution Plan; (1-4)
Systematic Investment Plan; (1-4)
Certificates and Confirmations.
Item 8. Redemption or Repurchase (1a-4a) Redeeming Institutional
Service Shares; (1b-4b) Redeeming
Select Shares; (1-4) Through a
Financial Institution; (1-4)
Telephone Redemption; (1-4)
Written Requests; (1-4)
Systematic Withdrawal Program;
(1-4) Accounts with Low Balances.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
(Note: Major Headings Only)
Item 10. Cover Page (1-4) Cover Page.
Item 11. Table of Contents (1-4) Table of Contents.
Item 12. General Information and
History (1-4) General Information About
the Trust.
Item 13. Investment Objectives and
Policies (1-4) Investment Objectives and
Policies; (1-4) Investment
Limitations.
Item 14. Management of the Fund (1-4) Managed Series Trust
Management.
Item 15. Control Persons and Principal
Holders of Securities (1-4) Trust Ownership.
Item 16. Investment Advisory and Other
Services (1-4) Investment Advisory
Services; (1-4) Administrative
Services.
Item 17. Brokerage Allocation (1-4) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered (1-4) Purchasing Shares; (1-4)
Determining Net Asset Value;
(1-4) Redeeming Shares.
Item 20. Tax Status (1-4) Tax Status.
Item 21. Underwriters (1b-4b) Distribution Plan.
Item 22. Calculation of Performance
Data (1-4) Total Return; (1-4) Yield;
(1-4) Performance Comparisons.
Item 23. Financial Statements Filed in Part A of (1).
This Amendment to the Registration Statement hereby incorporates by
reference, pursuant to Rule 411 under the Securities Act of 1933, Part A
and Part B of Pre-Effective Amendment No. 1 filed February 11, 1994, in
their entirety.
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (Filed in Part A of (1).)
(b) Exhibits:
(1) (i) Conformed copy of Declaration of Trust of the
Registrant (1);
(ii) Conformed copy of Amendment No. 1 to Declaration of
Trust (1);
(iii) Conformed copy of Amendment No. 2 to Declaration of
Trust (2);
(2) Copy of By-Laws of the Registrant (1);
(3) Not applicable;
(4) Copy of Specimen Certificates for Shares of Beneficial
Interest of the Registrant (2);
(5) Conformed copy of Investment Advisory Contract of the
Registrant;+
(6) Conformed copy of Distributor's Contract of the
Registrant;+
(7) Not applicable;
(8) Copy of Custodian Agreement of the Registrant (2);
(9) (i) Copy of Transfer Agency and Service Agreement of the
Registrant (2);
(ii) Form of Shareholder Services Plan of the Registrant
(2);
(iii) Copy of Shareholder Services Agreement of the
Registrant (2);
(10) Conformed copy of Opinion and Consent of Counsel as to
legality of shares being registered (2);
(11) Conformed copy of Consent of Independent Public
Accountants (2);
(12) Not applicable;
(13) Conformed copy of Initial Capital Understanding (2);
(14) Not applicable;
(15) (i) Form of Distribution Plan (2);
(ii) Copy of 12b-1 Agreement (2);
(16) Schedules for Computation of Fund Performance Data (to
be filed with four- to six-month update);
(17) Conformed copy of Power of Attorney (1).
Item 25. Persons Controlled by or Under Common Control with Registrant:
As a newly formed company, all of the outstanding shares of the
Registrant are currently owned by Federated Management, the
adviser to each of the Funds in the Trust. Other companies
controlled by the adviser, and thus under common control with the
Registrant are: None.
_______________________
+All exhibits have been filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed December 2, 1993 (File
Nos. 33-51247 and 811-7129).
(2) Response is incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 on Form N-1A filed February 11, 1994
(File Nos. 33-51247 and 811-7129).
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class _as of January 18, 1994_
Shares of beneficial interest
(no par value)
Federated Managed Income Fund
Institutional Service Shares 1
Select Shares 0
Federated Managed Growth and Income Fund
Institutional Service Shares 0
Select Shares 0
Federated Managed Growth Fund
Institutional Service Shares 0
Select Shares 0
Federated Managed Aggressive Growth Fund
Institutional Service Shares 0
Select Shares 0
Item 27. Indemnification:
Indemnification is provided to Officers and Trustees of the
Registrant pursuant to Article XI of Registrant's Declaration of
Trust. The Investment Advisory Contract between the Registrant
and Federated Management ("Adviser") provides that, in the absence
of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the obligations or duties under the Investment
Advisory Contract on the part of Adviser, Adviser shall not be
liable to the Registrant or to any shareholder for any act or
omission in the course of or connected in any way with rendering
services or for any losses that may be sustained in the purchase,
holding, or sale of any security. Registrant's Trustees and
Officers are covered by an Investment Trust Errors and Omissions
Policy.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, Officers, and
controlling persons of the Registrant by the Registrant pursuant
to the Declaration of Trust or otherwise, the Registrant is aware
that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
Trustees, Officers, or controlling persons of the Registrant in
connection with the successful defense of any act, suit, or
proceeding) is asserted by such Trustees, Officers, or controlling
persons in connection with the shares being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issues.
Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940 for
Trustees, Officers, and controlling persons of the Registrant by
the Registrant, pursuant to the Declaration of Trust or otherwise,
the Registrant is aware of the position of the Securities and
Exchange Commission as set forth in Investment Company Act Release
No. IC-11330. Therefore, the Registrant undertakes that, in
addition to complying with the applicable provisions of the
Declaration of Trust or otherwise, in the absence of a final
decision on the merits by a court or other body before which the
proceeding was brought, that an indemnification payment will not
be made unless in the absence of such a decision, a reasonable
determination based upon factual review has been made (i) by a
majority vote of a quorum of non-party Trustees who are not
interested persons of the Registrant or (ii) by independent legal
counsel in a written opinion that the indemnitee was not liable
for an act of willful misfeasance, bad faith, gross negligence, or
reckless disregard of duties. The Registrant further undertakes
that advancement of expenses incurred in the defense of a
proceeding (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against an
Officer, Trustee, or controlling person of the Registrant will not
be made absent the fulfillment of at least one of the following
conditions: (i) the indemnitee provides security for his
undertaking; (ii) the Registrant is insured against losses arising
by reason of any lawful advances; or (iii) a majority of a quorum
of disinterested non-party Trustees or independent legal counsel
in a written opinion makes a factual determination that there is
reason to believe the indemnitee will be entitled to
indemnification.
Item 28. Business and Other Connections of Investment Adviser:
(a) For a description of the other business of the investment
adviser, see the section entitled "Trust Information -
Management of the Trust" in Part A. The affiliations with
the Registrant of four of the Trustees and one of the
Officers of the investment adviser are included in Part B of
this Registration Statement under "Managed Series Trust
Management - Officers and Trustees." The remaining Trustee
of the investment adviser, his position with the investment
adviser, and, in parentheses, his principal occupation is:
Mark D. Olson (Partner, Wilson, Halbrook & Bayard), 107 W.
Market Street, Georgetown, Delaware 19947.
The remaining Officers of the investment adviser are: Mark
L. Mallon, Executive Vice President; Henry J. Gailliot,
Senior Vice President-Economist; Peter R. Anderson, William
D. Dawson, J. Thomas Madden, Gary J. Madich, and J. Alan
Minteer, Senior Vice Presidents; Jonathan C. Conley, Deborah
A. Cunningham, Mark E. Durbiano, Roger A. Early, Kathleen M.
Foody-Malus, David C. Francis, Thomas M. Franks, Edward C.
Gonzales, Jeff A. Kozemchak, John W. McGonigle, Gregory M.
Melvin, Susan M. Nason, Mary Jo Ochson, Robert J. Ostrowski,
Charles A. Ritter, and Christopher H. Wiles, Vice Presidents;
Edward C. Gonzales, Treasurer; and John W. McGonigle,
Secretary. The business address of each of the Officers of
the investment adviser is Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. These individuals are
also officers of a majority of the investment advisers to the
Funds listed in Part B of this Registration Statement under
"The Funds."
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the following
open-end investment companies: A.T. Ohio Tax-Free Money Fund; American
Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management
Trust; Automated Government Money Trust; BankSouth Select Funds;
BayFunds; The Biltmore Funds; The Biltmore Municipal Funds; The
Boulevard Funds; California Municipal Cash Trust; Cambridge Series
Trust; Cash Trust Series, Inc.; Cash Trust Series II; DG Investor
Series; Edward D. Jones & Co. Daily Passport Cash Trust; FT Series,
Inc.; Federated ARMs Fund; Federated Exchange Fund, Ltd.; Federated
GNMA Trust; Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated
Income Trust; Federated Index Trust; Federated Intermediate Government
Trust; Federated Master Trust; Federated Municipal Trust; Federated
Short-Intermediate Government Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust;
Federated U.S. Government Bond Fund; Financial Reserves Fund; First
Priority Funds; First Union Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal
Income Fund, Inc.; Fortress Utility Fund, Inc.; Fountain Square Funds;
Fund for U.S. Government Securities, Inc.; Government Income Securities,
Inc.; High Yield Cash Trust; Independence One Mutual Funds; Insight
Institutional Series, Inc.; Insurance Management Series; Intermediate
Municipal Trust; Investment Series Funds, Inc.; Investment Series Trust;
Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty U.S. Government Money
Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; Mark Twain
Funds; Marshall Funds, Inc.; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; The Monitor Funds; Municipal
Securities Income Trust; New York Municipal Cash Trust; 111 Corcoran
Funds; The Planters Funds; Portage Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Signet Select Funds;
SouthTrust Vulcan Funds; Star Funds; The Starburst Funds; The Starburst
Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; Tower Mutual Funds; Trademark Funds;
Trust for Financial Institutions; Trust for Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; Vision Fiduciary Funds, Inc.; and Vision Group of Funds,
Inc.
Federated Securities Corp. also acts as principal underwriter for the
following closed-end investment company: Liberty Term Trust, Inc. -
1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Edward C. Gonzales Director, Executive Vice Vice President and
Federated Investors Tower President, and Treasurer, Treasurer
Pittsburgh, PA 15222-3779 Federated Securities
Corp.
John W. McGonigle Director, Executive Vice Vice President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John A. Staley, IV Executive Vice President Vice President
Federated Investors Tower and Assistant Secretary,
Pittsburgh, PA 15222-3779 Federated Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James R. Ball Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark W. Bloss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Theodore Fadool, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Timothy C. Pillion Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Federated Assistant
Federated Investors Tower Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and Records:
Location
of Type of
Regulation Record Record Fund
270.31a-1(a) 2 General Ledger B
2 Cash Transaction Statement D
2 Monthly Cash Summary Report M
2 Purchases Report D
2 Sales Report D
2 Realized Gain/Loss Report D
2 Securities Movement and Control
List of Assets for Close
of Business B
270.31a-1(b)(1) 2 Daily Portfolio Transaction
Detail D
2 Daily Settled Pur. and Sales
Journal D
2 Money Market Monthly Transaction
Journal M
2 Money Market Gen. Ledger Activity
Journal M
270.31a-1(b)2(i) 2 General Ledger B
2 Money Market Gen. Ledger Activity
Journal M
2 Open Trades/Secs. Out for Transfer
Report D
2 Securities Movement and Control
List of Assets for Close of
Business B
2 Fed. Reserve 3E Safe-Keeping Acct.
2 Listing of Securities held
by the fund B
2 Div. Income Summary Report D
2 Div. and Interest Receivable
Report D
2 Earned Income Report B
2 Money Market Daily Accrual Report M
2 Money Market Daily Amortization
Report M
2 Statement of Condition B
(1) Registrant (2) State Street Bank & (3) Federated Services
Federated Investors Trust Company Company
Tower P.O. Box 8602 Federated
Pittsburgh, PA Boston, MA Investors Tower
15222-3779 02266-8602 Pittsburgh, PA
15222-3779
B = Both
D = Debt Equity
M = Money Market
Location
of Type of
Regulation Record Record Fund
270.31a-1(b)2(ii) 2 Fund Master Ledger D
2 Corporate Action Announcement
Report D
2 Purchases Report D
2 Sales Report D
270.31a-1(b)2(iii) 2 Brokerage Alloc/Commission
Detail Report D
270.31a-1(b)2(iv) 3 Shareholder Master File - CRT B
3 Shareholder History File - CRT B
270.31a-1(b)3 2 Fund Master Ledger D
270.31a-1(b)4 1 Articles of Incorporation B
1 Declaration of Trust B
1 By-Laws B
1 Minute Books B
270.31a-1(b)5 1 Trade Tickets B
2 Purchase Report D
2 Sales Report D
270.31a-1(b)6 1 Trade Tickets B
270.31a-1(b)7 2 Fund Master Ledger D
270.31a-1(b)8 2 Statement of Condition B
2 General Ledger B
2 Money Market Gen. Ledger
Activity Journal M
(1) Registrant (2) State Street Bank & (3) Federated Services
Federated Investors Trust Company Company
Tower P.O. Box 8602 Federated
Pittsburgh, PA Boston, MA Investors Tower
15222-3779 02266-8602 Pittsburgh, PA
15222-3779
B = Both
D = Debt Equity
M = Money Market
Location
of Type of
Regulation Record Record Fund
270.31a-1(b)9 2 Brokerage Alloc./Commission
Detail Report D
1 Brokerage Commission Report B
1 Reduction and Commission Report D
1 Quarterly Brokerage Log B
270.31a-1(b)10 1 Custodian Blanket Authorization B
1 Portfolio Manager Signoff B
270.31a-1(b)11 1 Portfolio Manager Signoff B
270.31a-1(b)12 2 All supporting documentation B
270.31a-1(c) Not applicable
270.31a-1(d) 1 Direct Pmts. thru Fund Journal B
1 Exchange Purchase Journal B
1 Confirmed Pmts. Journal B
1 Fiduciary Contribution Journal B
1 Direct Payments Journal B
1 Direct Redemptions Journal B
2 General Ledger B
3 Shareholder Master File - CRT B
3 Shareholder History File - CRT B
1 Daily Div. Close-out Journal B
1 Asset Transfer/Rollover Journal B
1 Redemption Check Register B
1 Purchase Cancellations Journal B
1 Redemption Cancellation Journal B
1 Fail/Free Report B
1 Broker/Dealer Order Ticket B
1 Inv. Services Order Breakdowns B
1 EDGE Transaction Journal B
1 Shareholder Receipt-Retail B
3 Account Application-Retail B
3 Additional Deposit Slip-Retail B
1 Trade Cancel Form B
1 Confirmation Statement B
3 Shareholder Statement B
1 Form U-4 B
1 Fingerprint Card B
1 Form U-4 Status Report B
1 Form U-4 Score Report B
1 Form U-5 B
(1) Registrant (2) State Street Bank & (3) Federated Services
Federated Investors Trust Company Company
Tower P.O. Box 8602 Federated
Pittsburgh, PA Boston, MA Investors Tower
15222-3779 02266-8602 Pittsburgh, PA
15222-3779
B = Both
D = Debt Equity
M = Money Market
Location
of Type of
Regulation Record Record Fund
270.31a-1(e) Not applicable
270.31a-1(f) 2 General Ledger B
1 Portfolio Manager Signoff B
1 Trade Tickets B
270.31a-2(a)(1) 2 Daily Portfolio Transaction
Detail D
2 Daily Settled Pur. and Sales
Journal D
2 Money Market Monthly Transaction
Journal M
2 Money Market Gen. Ledger Activity
Journal M
2 Open Trades/Secs. Out for
Transfer Report D
2 Securities Movement and Control
List of Assets for Close
of Business B
2 Fed. Reserve 3E Safe-Keeping
Acct. Listing of Securities
held by the fund B
2 Div. Income Summary Report D
2 Div. and Interest Receivable
Report D
2 Earned Income Report B
2 Money Market Daily Accrual Report M
2 Money Market Daily Amortization
Report M
2 Statement of Condition B
2 Fund Master Ledger D
2 Corporate Action Announcement
Report D
2 Brokerage Alloc./Commission
Detail Report D
3 Shareholder Master File - CRT B
3 Shareholder History File - CRT B
1 Declaration of Trust B
1 By-laws B
1 Minute Books B
(1) Registrant (2) State Street Bank & (3) Federated Services
Federated Investors Trust Company Company
Tower P.O. Box 8602 Federated
Pittsburgh, PA Boston, MA Investors Tower
15222-3779 02266-8602 Pittsburgh, PA
15222-3779
B = Both
D = Debt Equity
M = Money Market
Location
of Type of
Regulation Record Record Fund
270.31a-2(a)(2) 2 Purchases Report D
2 Sales Report D
2 General Ledger B
2 Money Market Gen. Ledger
Activity Journal M
2 Statement of Condition B
2 Fund Master Ledger D
2 Brokerage Alloc./Commission
Detail Report D
1 Trade Tickets B
1 Brokerage Commission Report B
1 Reduction and Commission Report D
1 Quarterly Brokerage Log B
1 Custodian Blanket Authorization B
1 Portfolio Manager Signoff B
270.31a-2(a)(3) 1 Sales Literature File B
270.31a-2(b) Not applicable
270.31a-2(c) 1 Direct Pmts. thru Fund Journal B
1 Exchange Purchase Journal B
1 Confirmed Pmts. Journal B
1 Fiduciary Contribution Journal B
1 Direct Payments Journal B
1 Direct Redemptions Journal B
2 General Ledger B
3 Shareholder Master File - CRT B
3 Shareholder History File - CRT B
1 Daily Div. Close-Out Journal B
1 Asset Transfer/Rollover Journal B
1 Redemption Check Register B
1 Purchase Cancellations Journal B
1 Redemption Cancellation Journal B
1 Fail/Free Report B
1 Broker/Dealer Order Ticket B
1 Inv. Services Order Breakdowns B
1 EDGE Transaction Journal B
1 Shareholder Receipt-Retail B
3 Account Application-Retail B
3 Additional Deposit Slip-Retail B
1 Trade Cancel Form B
(1) Registrant (2) State Street Bank & (3) Federated Services
Federated Investors Trust Company Company
Tower P.O. Box 8602 Federated
Pittsburgh, PA Boston, MA Investors Tower
15222-3779 02266-8602 Pittsburgh, PA
15222-3779
B = Both
D = Debt Equity
M = Money Market
Location
of Type of
Regulation Record Record Fund
270.31a-2(c) 1 Confirmation Statement B
(cont.) 3 Shareholder Statement B
1 Form U-4 B
1 Fingerprint Card B
1 Form U-4 Status Report B
1 Form U-4 Score Report B
1 Form U-5 B
270.31a-2(d) Not applicable
270.31a-2(e) 2 General Ledger B
1 Portfolio Manager Signoff B
1 Trade Tickets B
270.31a-2(f)(1) 1 Microfilm B
270.31a-2(f)(2) 1 Retention Plan B
270.31a-2(f)(3) 1 Not applicable
270.31a-3 1 Custodian Agreement B
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to file a post-effective amendment,
using financial statements which need not be certified, within
four to six months from the effective date of Registrant's 1933
Act Registration Statement.
Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.
When available, Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Registrant's
latest annual report to shareholders, upon request and without
charge.
(1) Registrant (2) State Street Bank & (3) Federated Services
Federated Investors Trust Company Company
Tower P.O. Box 8602 Federated
Pittsburgh, PA Boston, MA Investors Tower
15222-3779 02266-8602 Pittsburgh, PA
15222-3779
B = Both
D = Debt Equity
M = Money Market
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, MANAGED SERIES TRUST
(formerly, Allocation Series Trust), has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 2nd day of March, 1994.
MANAGED SERIES TRUST
(formerly, Allocation Series Trust)
BY: /s/ G. Andrew Bonnewell
G. Andrew Bonnewell, Assistant Secretary
Attorney in Fact for John F. Donahue
March 2, 1994
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ G. Andrew Bonnewell
G. Andrew Bonnewell Attorney In Fact March 2, 1994
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President and Trustee
Edward C. Gonzales* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 5 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Managed Series Trust
INVESTMENT ADVISORY CONTRACT
This Contract is made this 1st day of December, 1993,
between FEDERATED MANAGEMENT, a Delaware business trust
having its principal place of business in Pittsburgh,
Pennsylvania (the "Adviser"), and MANAGED SERIES TRUST, a
Massachusetts business trust having its principal place of
business in Pittsburgh, Pennsylvania (the "Trust").
WHEREAS the Trust is an open-end management investment
company as that term is defined in the Investment
Company Act of 1940 and is registered as such with the
Securities and Exchange Commission; and
WHEREAS Adviser is engaged in the business of rendering
investment advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. The Trust hereby appoints Adviser as Investment
Adviser for each of the portfolios ("Funds") of the Trust
which executes an exhibit to this Contract, and Adviser
accepts the appointments. Subject to the direction of the
Trustees of the Trust, Adviser shall provide investment
research and supervision of the investments of the Funds and
conduct a continuous program of investment evaluation and of
appropriate sale or other disposition and reinvestment of
each Fund's assets.
2. Adviser, in its supervision of the investments of
each of the Funds will be guided by each of the Fund's
investment objective and policies and the provisions and
restrictions contained in the Declaration of Trust and
By-Laws of the Trust and as set forth in the Registration
Statements and exhibits as may be on file with the
Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its
own expenses and its allocable share of Trust expenses,
including, without limitation, the expenses of organizing
the Trust and continuing its existence; fees and expenses of
Trustees and officers of the Trust; fees for investment
advisory services and administrative personnel and services;
expenses incurred in the distribution of its shares
("Shares"), including expenses of administrative support
services; fees and expenses of preparing and printing its
Registration Statements under the Securities Act of 1933 and
the Investment Company Act of 1940 and any amendments
thereto; expenses of registering and qualifying the Trust,
the Funds, and Shares of the Funds under federal and state
laws and regulations; expenses of preparing, printing, and
distributing prospectuses (and any amendments thereto) to
shareholders; interest expense, taxes, fees, and commissions
of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of
Shares, including expenses attributable to a program of
periodic issue; charges and expenses of custodians, transfer
agents, dividend disbursing agents, shareholder servicing
agents, and registrars; printing and mailing costs,
auditing, accounting, and legal expenses; reports to
shareholders and governmental officers and commissions;
expenses of meetings of Trustees and shareholders and proxy
solicitations therefor; insurance expenses; association
membership dues and such nonrecurring items as may arise,
including all losses and liabilities incurred in
administering the Trust and the Funds. Each Fund will also
pay its allocable share of such extraordinary expenses as
may arise including expenses incurred in connection with
litigation, proceedings, and claims and the legal
obligations of the Trust to indemnify its officers and
Trustees and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all
services rendered to each Fund by Adviser hereunder, the
fees set forth in the exhibits attached hereto.
5. The net asset value of each Fund's Shares as used
herein will be calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such
periods as it deems appropriate reduce its compensation
(and, if appropriate, assume expenses of one or more of the
Funds) to the extent that any Fund's expenses exceed such
lower expense limitation as the Adviser may, by notice to
the Fund, voluntarily declare to be effective.
7. This Contract shall begin for each Fund as of the
date of execution of the applicable exhibit and shall
continue in effect with respect to each Fund presently set
forth on an exhibit (and any subsequent Funds added pursuant
to an exhibit during the initial term of this contract) for
two years from the date of this Contract set forth above and
thereafter for successive periods of one year, 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 Contract 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 a Fund in
writing at least sixty (60) days prior to the anniversary
date of this Contract in any year thereafter that it does
not desire such continuation with respect to that Fund. If
a Fund is added after the first approval by the Trustees as
described above, this Contract will be effective as to that
Fund upon execution of the applicable exhibit and will
continue in effect until the next annual approval of this
Contract by the Trustees and thereafter for successive
periods of one year, subject to approval as described above.
8. Notwithstanding any provision in this Contract, it
may be terminated at any time with respect to any Fund,
without the payment of any penalty, by the Trustees of the
Trust or by a vote of the shareholders of that Fund on sixty
(60) days' written notice to Adviser.
9. This Contract may not be assigned by Adviser and
shall automatically terminate in the event of any
assignment. Adviser may employ or contract with such other
person, persons, corporation, or corporations at its own
cost and expense as it shall determine in order to assist it
in carrying out this Contract.
10. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the obligations
or duties under this Contract on the part of Adviser,
Adviser shall not be liable to the Trust or to any of the
Funds or to any shareholder for any act or omission in the
course of or connected in any way with rendering services or
for any losses that may be sustained in the purchase,
holding, or sale of any security.
11. This Contract may be amended at any time by
agreement of the parties provided that the amendment shall
be approved both by the vote of a majority of the Trustees
of the Trust, including a majority of the Trustees who are
not parties to this Contract or interested persons of any
such party to this Contract (other than as Trustees of the
Trust) cast in person at a meeting called for that purpose,
and on behalf of a Fund by a majority of the outstanding
voting securities of such Fund.
12. Adviser is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the
Declaration of Trust and agrees that the obligations
pursuant to this Contract of a particular Fund and of the
Trust with respect to that particular Fund be limited solely
to the assets of that particular Fund, and Adviser shall not
seek satisfaction of any such obligation from any other
Fund, the shareholders of any Fund, the Trustees, officers,
employees or agents of the Trust, or any of them.
13. The Trust and the Funds are hereby expressly put
on notice of the limitation of liability as set forth in the
Declaration of Trust of the Adviser and agree that the
obligations assumed by the Adviser pursuant to this Contract
shall be limited in any case to the Adviser and its assets
and, except to the extent expressly permitted by the
Investment Company Act of 1940, the Trust and the Funds
shall not seek satisfaction of any such obligation from the
shareholders of the Adviser, the Trustees, officers,
employees, or agents of the Adviser, or any of them.
14. This Contract shall be construed in accordance
with and governed by the laws of the Commonwealth of
Pennsylvania.
15. This Contract will become binding on the parties
hereto upon their execution of the attached exhibits to this
Contract.
16. The parties hereto acknowledge that Federated
Investors has reserved the right to grant the non-exclusive
use of the name "Federated" or any derivative thereof to any
other investment company, investment company portfolio,
investment adviser, distributor or other business
enterprise, and to withdraw from the Trust and one or more
of the Funds the use of the name "Federated." The name
"Federated" will continue to be used by the Trust and each
Fund so long as such use is mutually agreeable to Federated
Investors and the Trust.
EXHIBIT A
to the
Investment Advisory Contract
Federated Managed Income Fund
For all services rendered by Adviser hereunder, the
above-named Fund of the Trust shall pay to Adviser and
Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory
fee equal to .75 of 1% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of
1/365th of .75 of 1% applied to the daily net assets of the
Fund.
The advisory fee so accrued shall be paid to Adviser
daily.
Witness the due execution hereof this 1st day of
December, 1993.
Attest: FEDERATED MANAGEMENT
/s/ John W. McGonigle By: /s/ William D. Dawson
Secretary Senior Vice President
Attest: MANAGED SERIES TRUST
/s/ S. Elliott Cohan By:/s/ J. Christopher Donahue
Assistant Secretary Vice President
EXHIBIT B
to the
Investment Advisory Contract
Federated Managed Growth and Income Fund
For all services rendered by Adviser hereunder, the
above-named Fund of the Trust shall pay to Adviser and
Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory
fee equal to .75 of 1% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of
1/365th of .75 of 1% applied to the daily net assets of the
Fund.
The advisory fee so accrued shall be paid to Adviser
daily.
Witness the due execution hereof this 1st day of
December, 1993.
Attest: FEDERATED MANAGEMENT
/s/ John W. McGonigle By: /s/ William D. Dawson
Secretary Senior Vice President
Attest: MANAGED SERIES TRUST
/s/ S. Elliott Cohan By:/s/ J. Christopher Donahue
Assistant Secretary Vice President
EXHIBIT C
to the
Investment Advisory Contract
Federated Managed Growth Fund
For all services rendered by Adviser hereunder, the
above-named Fund of the Trust shall pay to Adviser and
Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory
fee equal to .75 of 1% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of
1/365th of .75 of 1% applied to the daily net assets of the
Fund.
The advisory fee so accrued shall be paid to Adviser
daily.
Witness the due execution hereof this 1st day of
December, 1993.
Attest: FEDERATED MANAGEMENT
/s/ John W. McGonigle By: /s/ William D. Dawson
Secretary Senior Vice President
Attest: MANAGED SERIES TRUST
/s/ S. Elliott Cohan By:/s/ J. Christopher Donahue
Assistant Secretary Vice President
EXHIBIT D
to the
Investment Advisory Contract
Federated Managed Aggressive Growth Fund
For all services rendered by Adviser hereunder, the
above-named Fund of the Trust shall pay to Adviser and
Adviser agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory
fee equal to .75 of 1% of the average daily net assets of
the Fund.
The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of
1/365th of .75 of 1% applied to the daily net assets of the
Fund.
The advisory fee so accrued shall be paid to Adviser
daily.
Witness the due execution hereof this 1st day of March,
1994.
Attest: FEDERATED MANAGEMENT
/s/ John W. McGonigle By: /s/ William D. Dawson
Secretary Senior Vice President
Attest: MANAGED SERIES TRUST
/s/ S. Elliott Cohan By:/s/ J. Christopher Donahue
Assistant Secretary Vice President
Exhibit 6 under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Managed Series Trust
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 1st day of December, 1993, by and
between MANAGED SERIES TRUST (the "Trust"), a Massachusetts
business trust, and FEDERATED SECURITIES CORP. ("FSC"), a
Pennsylvania Corporation.
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties
hereto as follows:
1. The Trust hereby appoints FSC as its agent to sell
and distribute shares of the Trust which may be offered in
one or more series (the "Funds") consisting of one or more
classes (the "Classes") of shares (the "Shares"), as
described and set forth on one or more exhibits to this
Agreement, at the current offering price thereof as
described and set forth in the current Prospectuses of the
Trust. FSC hereby accepts such appointment and agrees to
provide such other services for the Trust, if any, and
accept such compensation from the Trust, if any, as set
forth in the applicable exhibit to this Agreement.
2. The sale of any Shares may be suspended without
prior notice whenever in the judgment of the Trust it is in
its best interest to do so.
3. Neither FSC nor any other person is authorized by
the Trust to give any information or to make any
representation relative to any Shares other than those
contained in the Registration Statement, Prospectuses, or
Statements of Additional Information ("SAIs") filed with the
Securities and Exchange Commission, as the same may be
amended from time to time, or in any supplemental
information to said Prospectuses or SAIs approved by the
Trust. FSC agrees that any other information or
representations other than those specified above which it or
any dealer or other person who purchases Shares through FSC
may make in connection with the offer or sale of Shares,
shall be made entirely without liability on the part of the
Trust. No person or dealer, other than FSC, is authorized
to act as agent for the Trust for any purpose. FSC agrees
that in offering or selling Shares as agent of the Trust, it
will, in all respects, duly conform to all applicable state
and federal laws and the rules and regulations of the
National Association of Securities Dealers, Inc., including
its Rules of Fair Practice. FSC will submit to the Trust
copies of all sales literature before using the same and
will not use such sales literature if disapproved by the
Trust.
4. This Agreement is effective with respect to each
Class as of the date of execution of the applicable exhibit
and shall continue in effect with respect to each Class
presently set forth on an exhibit and any subsequent Classes
added pursuant to an exhibit during the initial term of this
Agreement for one year from the date set forth above, and
thereafter for successive periods of one year if such
continuance is approved at least annually by the Trustees of
the Trust including a majority of the members of the Board
of Trustees of the Trust who are not interested persons of
the Trust and have no direct or indirect financial interest
in the operation of any Distribution Plan relating to the
Trust or in any related documents to such Plan
("Disinterested Trustees") cast in person at a meeting
called for that purpose. If a Class is added after the
first annual approval by the Trustees as described above,
this Agreement will be effective as to that Class upon
execution of the applicable exhibit and will continue in
effect until the next annual approval of this Agreement by
the Trustees and thereafter for successive periods of one
year, subject to approval as described above.
5. This Agreement may be terminated with regard to a
particular Fund or Class at any time, without the payment of
any penalty, by the vote of a majority of the Disinterested
Trustees or by a majority of the outstanding voting
securities of the particular Fund or Class on not more than
sixty (60) days' written notice to any other party to this
Agreement. This Agreement may be terminated with regard to
a particular Fund or Class by FSC on sixty (60) days'
written notice to the Trust.
6. This Agreement may not be assigned by FSC and
shall automatically terminate in the event of an assignment
by FSC as defined in the Investment Company Act of 1940, as
amended, provided, however, that FSC may employ such other
person, persons, corporation or corporations as it shall
determine in order to assist it in carrying out its duties
under this Agreement.
7. FSC shall not be liable to the Trust for anything
done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed by this Agreement.
8. This Agreement may be amended at any time by
mutual agreement in writing of all the parties hereto,
provided that such amendment is approved by the Trustees of
the Trust including a majority of the Disinterested Trustees
of the Trust cast in person at a meeting called for that
purpose.
9. This Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of
Pennsylvania.
10. (a) Subject to the conditions set forth below,
the Trust agrees to indemnify and hold harmless FSC and each
person, if any, who controls FSC within the meaning of
Section 15 of the Securities Act of 1933 and Section 20 of
the Securities Act of 1934, as amended, against any and all
loss, liability, claim, damage and expense whatsoever
(including but not limited to any and all expenses
whatsoever reasonably incurred in investigating, preparing
or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of or based
upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any
Prospectuses or SAIs (as from time to time amended and
supplemented) or the omission or alleged omission therefrom
of a material fact required to be stated therein or
necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon
and in conformity with written information furnished to the
Trust about FSC by or on behalf of FSC expressly for use in
the Registration Statement, any Prospectuses and SAIs or any
amendment or supplement thereof.
If any action is brought against FSC or any
controlling person thereof with respect to which indemnity
may be sought against the Trust pursuant to the foregoing
paragraph, FSC shall promptly notify the Trust in writing of
the institution of such action and the Trust shall assume
the defense of such action, including the employment of
counsel selected by the Trust and payment of expenses. FSC
or any such controlling person thereof shall have the right
to employ separate counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of FSC
or such controlling person unless the employment of such
counsel shall have been authorized in writing by the Trust
in connection with the defense of such action or the Trust
shall not have employed counsel to have charge of the
defense of such action, in any of which events such fees and
expenses shall be borne by the Trust. Anything in this
paragraph to the contrary notwithstanding, the Trust shall
not be liable for any settlement of any such claim of action
effected without its written consent. The Trust agrees
promptly to notify FSC of the commencement of any litigation
or proceedings against the Trust or any of its officers or
Trustees or controlling persons in connection with the issue
and sale of Shares or in connection with the Registration
Statement, Prospectuses, or SAIs.
(b) FSC agrees to indemnify and hold harmless the
Trust, each of its Trustees, each of its officers who have
signed the Registration Statement and each other person, if
any, who controls the Trust within the meaning of Section 15
of the Securities Act of 1933, but only with respect to
statements or omissions, if any, made in the Registration
Statement or any Prospectus, SAI, or any amendment or
supplement thereof in reliance upon, and in conformity with,
information furnished to the Trust about FSC by or on behalf
of FSC expressly for use in the Registration Statement or
any Prospectus, SAI, or any amendment or supplement thereof.
In case any action shall be brought against the Trust or any
other person so indemnified based on the Registration
Statement or any Prospectus, SAI, or any amendment or
supplement thereof, and with respect to which indemnity may
be sought against FSC, FSC shall have the rights and duties
given to the Trust, and the Trust and each other person so
indemnified shall have the rights and duties given to FSC by
the provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to
protect any person against liability to the Trust or its
shareholders to which such person would otherwise be subject
by reason of willful misfeasance, bad faith or gross
negligence in the performance of the duties of such person
or by reason of the reckless disregard by such person of the
obligations and duties of such person under this Agreement.
(d) Insofar as indemnification for liabilities
may be permitted pursuant to Section 17 of the Investment
Company Act of 1940, as amended, for Trustees, officers, FSC
and controlling persons of the Trust by the Trust pursuant
to this Agreement, the Trust is aware of the position of the
Securities and Exchange Commission as set forth in the
Investment Company Act Release No. IC-11330. Therefore, the
Trust undertakes that in addition to complying with the
applicable provisions of this Agreement, in the absence of a
final decision on the merits by a court or other body before
which the proceeding was brought, that an indemnification
payment will not be made unless in the absence of such a
decision, a reasonable determination based upon factual
review has been made (i) by a majority vote of a quorum of
non-party Disinterested Trustees, or (ii) by independent
legal counsel in a written opinion that the indemnitee was
not liable for an act of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties. The Trust
further undertakes that advancement of expenses incurred in
the defense of a proceeding (upon undertaking for repayment
unless it is ultimately determined that indemnification is
appropriate) against an officer, Trustee, FSC or controlling
person of the Trust will not be made absent the fulfillment
of at least one of the following conditions: (i) the
indemnitee provides security for his undertaking; (ii) the
Trust is insured against losses arising by reason of any
lawful advances; or (iii) a majority of a quorum of
non-party Disinterested Trustees or independent legal
counsel in a written opinion makes a factual determination
that there is reason to believe the indemnitee will be
entitled to indemnification.
11. FSC is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the
Declaration of Trust and agrees that the obligations assumed
by the Trust pursuant to this Agreement shall be limited in
any case to the Trust and its assets and FSC shall not seek
satisfaction of any such obligation from the shareholders of
the Trust, the Trustees, officers, employees or agents of
the Trust, or any of them.
12. If at any time the Shares of any Fund are offered
in two or more Classes, FSC agrees to adopt compliance
standards as to when a class of shares may be sold to
particular investors.
13. This Agreement will become binding on the parties
hereto upon the execution of the attached exhibits to the
Agreement.
Exhibit A
to the
Distributor's Contract
Managed Series Trust
Federated Managed Income Fund - Institutional Service Shares
In consideration of the mutual covenants set forth in
the Distributor's Contract dated December 1, 1993, between
MANAGED SERIES TRUST and Federated Securities Corp., MANAGED
SERIES TRUST executes and delivers this Exhibit on behalf of
the Fund, and with respect to the separate Class of Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of
December, 1993.
ATTEST: MANAGED SERIES TRUST
/s/ John W. McGonigle By: /s/ J. Christopher Donahue
Secretary Vice President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By: /s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
Exhibit B
to the
Distributor's Contract
Managed Series Trust
Federated Managed Income Fund - Select Shares
The following provisions are hereby incorporated and
made part of the Distributor's Contract dated the 1st day of
December, 1993, between MANAGED SERIES TRUST and Federated
Securities Corp. with respect to Class of the Funds set
forth above.
1. The Trust hereby appoints FSC to engage in
activities principally intended to result in the sale of
shares of the above-listed Classes ("Shares"). Pursuant to
this appointment, FSC is authorized to select a group of
brokers ("Brokers") to sell Shares at the current offering
price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of
administrators ("Administrators") to render administrative
support services to the Trust and its shareholders.
2. Administrative support services may include, but
are not limited to, the following functions: 1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker's or
Administrator's premises; 2) account closings: the Broker
or Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker's or
Administrator's own personal computer or through the use of
a toll-free telephone number; 4) enter redemption
transactions: Broker or Administrator enters redemption
transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges
to provide accounting support for all transactions. Broker
or Administrator also wires funds and receives funds for
Trust share purchases and redemptions, confirms and
reconciles all transactions, reviews the activity in the
Trust's accounts, and provides training and supervision of
its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of
its services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and
develops methods of making such materials accessible to
customers; and 11) consultation services: the Broker or
Administrator continuously provides information about the
product needs of customers.
3. During the term of this Agreement, the Trust will
pay FSC for services pursuant to this Agreement, a monthly
fee computed at the annual rate of .75 of 1% of the average
aggregate net asset value of the shares of the Select Shares
of Federated Managed Income Fund held during the month. For
the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as
it deems appropriate reduce its compensation to the extent
any Classes' expenses exceed such lower expense limitation
as FSC may, by notice to the Trust, voluntarily declare to
be effective.
5. FSC will enter into separate written agreements
with various firms to provide certain of the services set
forth in Paragraph 1 herein. FSC, in its sole discretion,
may pay Brokers and Administrators a periodic fee in respect
of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time
to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees
of the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and
Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in
the Distributor's Contract dated December 1, 1993 between
MANAGED SERIES TRUST and Federated Securities Corp., MANAGED
SERIES TRUST executes and delivers this Exhibit on behalf of
the Fund, and with respect to the separate Class of Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of
December, 1993.
ATTEST: MANAGED SERIES TRUST
/s/ John W. McGonigle By: /s/ J. Christopher Donahue
Secretary Vice President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By: /s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
Exhibit C
to the
Distributor's Contract
Managed Series Trust
Federated Managed Growth and Income Fund - Institutional
Service Shares
In consideration of the mutual covenants set forth in
the Distributor's Contract dated December 1, 1993, between
MANAGED SERIES TRUST and Federated Securities Corp., MANAGED
SERIES TRUST executes and delivers this Exhibit on behalf of
the Fund, and with respect to the separate Class of Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of
December, 1993.
ATTEST: MANAGED SERIES TRUST
/s/ John W. McGonigle By: /s/ J. Christopher Donahue
Secretary Vice President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By: /s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
Exhibit D
to the
Distributor's Contract
Managed Series Trust
Federated Managed Growth and Income Fund - Select Shares
The following provisions are hereby incorporated and
made part of the Distributor's Contract dated the 1st day of
December, 1993, between MANAGED SERIES TRUST and Federated
Securities Corp. with respect to Class of the Funds set
forth above.
1. The Trust hereby appoints FSC to engage in
activities principally intended to result in the sale of
shares of the above-listed Classes ("Shares"). Pursuant to
this appointment, FSC is authorized to select a group of
brokers ("Brokers") to sell Shares at the current offering
price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of
administrators ("Administrators") to render administrative
support services to the Trust and its shareholders.
2. Administrative support services may include, but
are not limited to, the following functions: 1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker's or
Administrator's premises; 2) account closings: the Broker
or Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker's or
Administrator's own personal computer or through the use of
a toll-free telephone number; 4) enter redemption
transactions: Broker or Administrator enters redemption
transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges
to provide accounting support for all transactions. Broker
or Administrator also wires funds and receives funds for
Trust share purchases and redemptions, confirms and
reconciles all transactions, reviews the activity in the
Trust's accounts, and provides training and supervision of
its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of
its services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and
develops methods of making such materials accessible to
customers; and 11) consultation services: the Broker or
Administrator continuously provides information about the
product needs of customers.
3. During the term of this Agreement, the Trust will
pay FSC for services pursuant to this Agreement, a monthly
fee computed at the annual rate of .75 of 1% of the average
aggregate net asset value of the shares of the Select Shares
of Federated Managed Growth and Income Fund held during the
month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of
days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as
it deems appropriate reduce its compensation to the extent
any Classes' expenses exceed such lower expense limitation
as FSC may, by notice to the Trust, voluntarily declare to
be effective.
5. FSC will enter into separate written agreements
with various firms to provide certain of the services set
forth in Paragraph 1 herein. FSC, in its sole discretion,
may pay Brokers and Administrators a periodic fee in respect
of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time
to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees
of the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and
Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in
the Distributor's Contract dated December 1, 1993 between
MANAGED SERIES TRUST and Federated Securities Corp., MANAGED
SERIES TRUST executes and delivers this Exhibit on behalf of
the Fund, and with respect to the separate Class of Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of
December, 1993.
ATTEST: MANAGED SERIES TRUST
/s/ John W. McGonigle By: /s/ J. Christopher Donahue
Secretary Vice President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By: /s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
Exhibit E
to the
Distributor's Contract
Managed Series Trust
Federated Managed Growth Fund - Institutional Service Shares
In consideration of the mutual covenants set forth in
the Distributor's Contract dated December 1, 1993, between
MANAGED SERIES TRUST and Federated Securities Corp., MANAGED
SERIES TRUST executes and delivers this Exhibit on behalf of
the Fund, and with respect to the separate Class of Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of
December, 1993.
ATTEST: MANAGED SERIES TRUST
/s/ John W. McGonigle By: /s/ J. Christopher Donahue
Secretary Vice President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By: /s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
Exhibit F
to the
Distributor's Contract
Managed Series Trust
Federated Managed Growth Fund - Select Shares
The following provisions are hereby incorporated and
made part of the Distributor's Contract dated the 1st day of
December, 1993, between MANAGED SERIES TRUST and Federated
Securities Corp. with respect to Class of the Funds set
forth above.
1. The Trust hereby appoints FSC to engage in
activities principally intended to result in the sale of
shares of the above-listed Classes ("Shares"). Pursuant to
this appointment, FSC is authorized to select a group of
brokers ("Brokers") to sell Shares at the current offering
price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of
administrators ("Administrators") to render administrative
support services to the Trust and its shareholders.
2. Administrative support services may include, but
are not limited to, the following functions: 1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker's or
Administrator's premises; 2) account closings: the Broker
or Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker's or
Administrator's own personal computer or through the use of
a toll-free telephone number; 4) enter redemption
transactions: Broker or Administrator enters redemption
transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges
to provide accounting support for all transactions. Broker
or Administrator also wires funds and receives funds for
Trust share purchases and redemptions, confirms and
reconciles all transactions, reviews the activity in the
Trust's accounts, and provides training and supervision of
its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of
its services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and
develops methods of making such materials accessible to
customers; and 11) consultation services: the Broker or
Administrator continuously provides information about the
product needs of customers.
3. During the term of this Agreement, the Trust will
pay FSC for services pursuant to this Agreement, a monthly
fee computed at the annual rate of .75 of 1% of the average
aggregate net asset value of the shares of the Select Shares
of Federated Managed Growth Fund held during the month. For
the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as
it deems appropriate reduce its compensation to the extent
any Classes' expenses exceed such lower expense limitation
as FSC may, by notice to the Trust, voluntarily declare to
be effective.
5. FSC will enter into separate written agreements
with various firms to provide certain of the services set
forth in Paragraph 1 herein. FSC, in its sole discretion,
may pay Brokers and Administrators a periodic fee in respect
of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time
to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees
of the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and
Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in
the Distributor's Contract dated December 1, 1993 between
MANAGED SERIES TRUST and Federated Securities Corp., MANAGED
SERIES TRUST executes and delivers this Exhibit on behalf of
the Fund, and with respect to the separate Class of Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of
December, 1993.
ATTEST: MANAGED SERIES TRUST
/s/ John W. McGonigle By: /s/ J. Christopher Donahue
Secretary Vice President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By: /s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
Exhibit G
to the
Distributor's Contract
Managed Series Trust
Federated Managed Aggressive Growth Fund - Institutional
Service Shares
In consideration of the mutual covenants set forth in
the Distributor's Contract dated March 1, 1994, between
MANAGED SERIES TRUST and Federated Securities Corp., MANAGED
SERIES TRUST executes and delivers this Exhibit on behalf of
the Fund, and with respect to the separate Class of Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of March,
1994.
ATTEST: MANAGED SERIES TRUST
/s/ John W. McGonigle By: /s/ J. Christopher Donahue
Secretary Vice President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By: /s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
Exhibit H
to the
Distributor's Contract
Managed Series Trust
Federated Managed Aggressive Growth Fund - Select Shares
The following provisions are hereby incorporated and
made part of the Distributor's Contract dated the 1st day of
December, 1993, between MANAGED SERIES TRUST and Federated
Securities Corp. with respect to Class of the Funds set
forth above.
1. The Trust hereby appoints FSC to engage in
activities principally intended to result in the sale of
shares of the above-listed Classes ("Shares"). Pursuant to
this appointment, FSC is authorized to select a group of
brokers ("Brokers") to sell Shares at the current offering
price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of
administrators ("Administrators") to render administrative
support services to the Trust and its shareholders.
2. Administrative support services may include, but
are not limited to, the following functions: 1) account
openings: the Broker or Administrator communicates account
openings via computer terminals located on the Broker's or
Administrator's premises; 2) account closings: the Broker
or Administrator communicates account closings via computer
terminals; 3) enter purchase transactions: purchase
transactions are entered through the Broker's or
Administrator's own personal computer or through the use of
a toll-free telephone number; 4) enter redemption
transactions: Broker or Administrator enters redemption
transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges
to provide accounting support for all transactions. Broker
or Administrator also wires funds and receives funds for
Trust share purchases and redemptions, confirms and
reconciles all transactions, reviews the activity in the
Trust's accounts, and provides training and supervision of
its personnel; 6) interest posting: Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports: Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements: the Broker or
Administrator continuously advertises the availability of
its services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services: the Broker or Administrator
continuously designs material to send to customers and
develops methods of making such materials accessible to
customers; and 11) consultation services: the Broker or
Administrator continuously provides information about the
product needs of customers.
3. During the term of this Agreement, the Trust will
pay FSC for services pursuant to this Agreement, a monthly
fee computed at the annual rate of .75 of 1% of the average
aggregate net asset value of the shares of the Select Shares
of Federated Managed Aggressive Growth Fund held during the
month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of
days that the Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as
it deems appropriate reduce its compensation to the extent
any Classes' expenses exceed such lower expense limitation
as FSC may, by notice to the Trust, voluntarily declare to
be effective.
5. FSC will enter into separate written agreements
with various firms to provide certain of the services set
forth in Paragraph 1 herein. FSC, in its sole discretion,
may pay Brokers and Administrators a periodic fee in respect
of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time
to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees
of the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and
Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in
the Distributor's Contract dated December 1, 1993 between
MANAGED SERIES TRUST and Federated Securities Corp., MANAGED
SERIES TRUST executes and delivers this Exhibit on behalf of
the Fund, and with respect to the separate Class of Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of March,
1994.
ATTEST: MANAGED SERIES TRUST
/s/ John W. McGonigle By: /s/ J. Christopher Donahue
Secretary Vice President
(SEAL)
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliott Cohan By: /s/ John A. Staley, IV
Secretary Executive Vice President
(SEAL)
