MANAGED SERIES TRUST
497, 1999-10-28
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MANAGED SERIES TRUST Federated Managed Aggressive Growth Fund Federated Managed
Growth Fund Federated Managed Growth and Income Fund Federated Managed Income
Fund Supplement to Prospectuses Dated January 31, 1999

         I.   At a special meeting of shareholders to be held on November 23,
              1999, shareholders of the above-named Funds will be asked to vote
              on the changes described below. If approved by shareholders, these
              changes will take effect on or after December 1, 1999.
              Shareholders will be notified if any of these changes are not
              approved at the special meeting or any adjournment thereof. Please
              keep this supplement for your records.

              Shareholders will be asked to consider the following proposals:

              (1) To elect seven Trustees.

              (2) To make changes to the fundamental investment policies of each
Fund:

                  (a) To amend the Funds' fundamental investment policies
                      regarding diversification to read as follows:

                      "With respect to securities comprising 75% of the value of
                      its total assets, the Fund will not purchase securities of
                      any one issuer (other than cash; cash items; securities
                      issued or guaranteed by the government of the United
                      States or its agencies or instrumentalities and repurchase
                      agreements collateralized by such U.S. government
                      securities; and securities of other investment companies)
                      if, as a result, more than 5% of the value of its total
                      assets would be invested in the securities of that issuer,
                      or the Fund would own more than 10% of the outstanding
                      voting securities of that issuer."

                  (b) To amend the Funds' fundamental investment policies
                      regarding borrowing money and issuing senior securities to
                      read as follows:

                      "The Fund may borrow money, directly or indirectly, and
                      issue senior securities to the maximum extent permitted
                      under the 1940 Act."

                  (c) To amend the Funds' fundamental investment policies
                      regarding investments in real estate to read as follows:

                      "The Fund may not purchase or sell real estate, provided
                      that this restriction does not prevent the Fund from
                      investing in issuers which invest, deal, or otherwise
                      engage in transactions in real estate or interests
                      therein, or investing in securities that are secured by
                      real estate or interests therein. The Fund may exercise
                      its rights under agreements relating to such securities,
                      including the right to enforce security interests and to
                      hold real estate acquired by reason of such enforcement
                      until that real estate can be liquidated in an orderly
                      manner."

                  (d) To amend the Funds' fundamental investment policies
                      regarding investments in commodities to read as follows:

                      "The Fund may not purchase or sell physical commodities,
                      provided that the Fund may purchase securities of
                      companies that deal in commodities."

                  (e) To amend the Funds' fundamental investment policies
                      regarding underwriting securities to read as follows:

                      "The Fund may not underwrite the securities of other
                      issuers, except that the Fund may engage in transactions
                      involving the acquisition, disposition or resale of its
                      portfolio securities, under circumstances where it may be
                      considered to be an underwriter under the Securities Act
                      of 1933."

                  (f) To amend the Funds' fundamental investment policies
                      regarding lending by the Funds to read as follows:

                      "The Fund may not make loans, provided that this
                      restriction does not prevent the Fund from purchasing debt
                      obligations, entering into repurchase agreements, lending
                      its assets to broker/dealers or institutional investors
                      and investing in loans, including assignments and
                      participation interests."

                  (g) To amend the Funds' fundamental investment policies
                      regarding concentration of the Funds' investments in the
                      securities of companies in the same industry to read as
                      follows:

                      "The Fund will not make investments that will result in
                      the concentration of its investments in the securities of
                      issuers primarily engaged in the same industry. Government
                      securities, municipal securities and bank instruments will
                      not be deemed to constitute an industry."

                  (h) To amend, and to make non-fundamental, the Funds'
                      fundamental investment policies regarding buying
                      securities on margin to read as follows:

                      "The Fund will not purchase securities on margin, provided
                      that the Fund may obtain short-term credits necessary for
                      the clearance of purchases and sales of securities, and
                      further provided that the Fund may make margin deposits in
                      connection with its use of financial options and futures,
                      forward and spot currency contracts, swap transactions and
                      other financial contracts or derivative instruments."

                  (i) To amend, and to make non-fundamental, the Funds'
                      fundamental investment policies regarding pledging assets
                      to read as follows:

                      "The Fund will not mortgage, pledge, or hypothecate any of
                      its assets, provided that this shall not apply to the
                      transfer of securities in connection with any permissible
                      borrowing or to collateral arrangements in connection with
                      permissible activities."

              (3) To eliminate the Funds' fundamental investment policies
prohibiting selling securities short.

              (4) To restate the fundamental investment objectives of the
                  Federated Managed Growth Fund, Federated Managed Growth and
                  Income Fund and Federated Managed Income Fund, to read as
                  follows:

                  (a) For Federated Managed Growth Fund:

                    "To seek  capital  appreciation  with  income as a secondary
                    objective."

                  (b) For Federated Managed Growth and Income Fund:

                    "To seek total return with an emphasis on income and capital
                    appreciation."

                  (c) For Federated Managed Income Fund:

                    "To  seek  total  return  with an  emphasis  on  income  and
                    potential for capital appreciation."

              (5) To approve amendments to, and a restatement of, the
                  Declaration of Trust for Managed Series Trust:

                  (a) To require the approval of a majority of the outstanding
                      voting securities of Managed Series Trust in the event of
                      the sale and conveyance of the assets of the Trust to
                      another trust or corporation; and

                  (b) To permit the Board of Trustees to liquidate assets of
                      Managed Series Trust, its series or classes, and
                      distribute the proceeds of such assets to the holders of
                      such shares representing such interests, without seeking
                      shareholder approval.

         II.  The following actions have been taken by the Board of Trustees
              with regard to certain non-fundamental investment policies and
              limitations of the Funds:

              (1) Approved the elimination of the Funds' non-fundamental
                  investment limitations regarding purchasing put options and
                  writing call options.

              (2) Approved the elimination of the following undertakings for
each of the Funds:

                  "The Fund does not expect to borrow money in excess of 5% of
                  the value of its net assets during the coming fiscal year."

              (3) Approved revisions to the following non-fundamental investment
policies of the Funds:

                  (a) Approved revisions to the Funds' non-fundamental
                      investment policies regarding investments in illiquid
                      securities to read as follows:

                      "The Fund will not purchase securities for which there is
                      no readily available market, or enter into repurchase
                      agreements or purchase time deposits maturing in more than
                      seven days, if immediately after and as a result, the
                      value of such securities would exceed, in the aggregate,
                      15% of the Fund's net assets."

                  (b) Approved revisions to Federated Managed Income Fund's
                      non-fundamental current asset class model to provide that
                      5-25% of Federated Managed Income Fund's total assets will
                      be allocated to stocks, and 75-95% of Federated Managed
                      Income Fund's total assets will be allocated to bonds (for
                      Federated Managed Income Fund only).

              (4) Approved the deletion, from Managed Series Trust's
                  registration statement, of the disclosure identifying the
                  acceptable underlying investment asset categories for each of
                  the Funds.

              (5) Delegated to the Funds' investment adviser responsibility for
                  the determination of the appropriate benchmark weightings and
                  ranges of asset categories for each Fund, which weightings and
                  ranges shall in the future be modified as necessary, in the
                  best judgment of the Funds' investment adviser, to achieve the
                  Funds' stated investment objectives.

              (6) Approved changing the name of the Trust from "Managed Series
                  Trust" to "Federated Managed Allocation Portfolios."

              (7) Approved changes to the names of the Funds, to become
effective in January, 2000, as follows:

                  (a) Changed the name of "Federated Managed Aggressive Growth
                      Fund" to "Federated Managed Growth Portfolio;"

                  (b) Changed the name of "Federated Managed Growth Fund" to
                      "Federated Managed Moderate Growth Portfolio;"

                  (c) Changed the name of "Federated Managed Growth and Income
                      Fund" to "Federated Managed Conservative Growth
                      Portfolio;" and

                  (d) Changed the name of "Federated Managed Income Fund" to
"Federated Managed Income Portfolio."

              (8) Approved the adoption of the following non-fundamental
                  investment limitations pertaining to concentration for the
                  Funds:

                  "(a) utility companies will be divided according to their
                  services (for example, gas, gas transmission, electric and
                  telephone will be considered a separate industry); (b)
                  financial service companies will be classified according to
                  the end users of their services (for example, automobile
                  finance, bank finance and diversified finance will each be
                  considered a separate industry); and (c) asset-backed
                  securities will be classified according to the underlying
                  assets securing such securities. To conform to the current
                  view of the SEC staff that only domestic bank instruments may
                  be excluded from industry concentration limitations, as a
                  matter of non-fundamental policy, the Fund will not exclude
                  foreign bank instruments from industry concentration
                  limitation tests so long as the policy of the SEC remains in
                  effect. In addition, investments in bank instruments, and
                  investments in certain industrial development bonds funded by
                  activities in a single industry, will be deemed to constitute
                  investment in an industry, except when held for temporary
                  defensive purposes. The investment of more than 25% of the
                  value of the Fund's total assets in any one industry will
                  constitute `concentration.'"

              (9) Approved the adoption of the following non-fundamental
                  investment limitation for each Fund when applying its
                  commodities restriction:

                  "As a matter of non-fundamental policy, for purposes of the
                  commodities policy, investments in transactions involving
                  futures contracts and options, forward currency contracts,
                  swap transactions and other financial contracts that settle by
                  payment of cash are not deemed to be investments in
                  commodities."

                                                                October 29, 1999


Federated Investors

Federated Securities Corp., Distributor
Federated Investors, Inc.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA  15222-3779

Cusip 56166K 107 Cusip 56166K 305 Cusip 56166K 503 Cusip 56166K 701 Cusip 56166K
206 Cusip 56166K 404 Cusip 56166K 602 Cusip 56166K 800

G02715-02 (10/99)




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