EXHIBIT (XXI) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
FEDERATED EQUITY FUNDS
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between FEDERATED EQUITY MANAGEMENT COMPANY OF
PENNSYLVANIA, a Delaware statutory trust (hereinafter referred to as "Adviser")
and FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP., a Delaware corporation
(hereinafter referred to as the "Sub- Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree as
follows:
1. Sub-Adviser hereby agrees to furnish to Adviser in its capacity as
investment adviser to the Federated Xxxxxxxx Large Cap Fund (the "Fund"), a
portfolio of the Federated Equity Funds ("Trust"), such investment advice,
statistical and other factual information, as may from time to time be
reasonably requested by Adviser for the Fund which may be offered in one or more
classes of shares ("Classes"). Both Adviser and Sub-Adviser are registered as
investment advisers under the Investment Advisers Act of 1940.
2. For its services under this Agreement, Sub-Adviser shall receive
from Adviser an annual fee, as set forth in the exhibit(s) hereto.
The Sub-Adviser may from time to time and for such periods as it deems
appropriate, reduce its compensation (and, if appropriate, assume expenses of
the Fund or Class of the Fund) to the extent that the Fund's expenses exceed
such lower expense limitation as the Sub-Adviser may, by notice to the Trust on
behalf of the Fund, voluntarily declare to be effective.
3. This Agreement shall begin for the Fund on the date that the parties
execute an exhibit to this Agreement relating to such Fund and shall continue in
effect for the Fund for two years from the date of its execution and from year
to year thereafter, subject to the provisions for termination and all of the
other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Agreement or interested persons of any such party (other than as
Trustees of the Trust) cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified the Trust in writing at least sixty (60)
days prior to the anniversary date of this Agreement in any year thereafter that
it does not desire such continuation with respect to the Fund.
4. Notwithstanding any provision in this Agreement, it may be
terminated at any time without the payment of any penalty: (a) by the Trustees
of the Trust or by a vote of a majority of the outstanding voting securities (as
defined in Section 2(a)(42) of the Investment Company Act of 1940 ("Act") of the
Fund on sixty (60) days' written notice to Adviser; (b) by Sub-Adviser or
Adviser upon 120 days' written notice to the other party to this Agreement.
5. This Agreement shall automatically terminate:
(a) in the event of its assignment (as defined in the Act); or
(b) in the event of termination of the Investment Advisory
Contract for any reason whatsoever.
6. So long as both Adviser and Sub-Adviser shall be legally qualified
to act as an investment adviser to the Fund, neither Adviser nor Sub-Adviser
shall act as an investment adviser (as such term is defined in the Act) to the
Fund except as provided herein and in the Investment Advisory Contract or in
such other manner as may be expressly agreed between Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior
to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the Trustees
of the Trust pursuant to the provisions of Paragraph 3 of this Agreement or
Paragraph 6 of the Investment Advisory Contract, the remaining party, Sub-
Adviser or Adviser as the case may be, shall not be prohibited from serving as
an investment adviser to such Fund by reason of the provisions of this Paragraph
6.
7. This Agreement may be amended from time to time by agreement of the
parties hereto provided that such amendment shall be approved both by the vote
of a majority of Trustees of the Trust, including a majority of Trustees who are
not parties to this Agreement or interested persons, as defined in Section
2(a)(19) of the Act, of any such party at a meeting called for that purpose,
and, where required by Section 15(a)(2) of the Act, by the holders of a majority
of the outstanding voting securities (as defined in Section 2(a)(42) of the Act)
of the Fund.
8. The services furnished by the Sub-Adviser hereunder are not to be
deemed exclusive and the Sub-Adviser shall be free to furnish similar services
to others so long as its services under this Agreement are not impaired thereby.
9. Sub-Adviser agrees to maintain the security and confidentiality of
nonpublic personal information ("NPI") of Fund customers and consumers, as those
terms are defined in Xxxxxxxxxx X-X, 00 XXX Part 248. Adviser agrees to use and
redisclose such NPI for the limited purposes of processing and servicing
transactions; for specific law enforcement and miscellaneous purposes; and to
service providers or in connection with joint marketing arrangements directed by
the Fund, in each instance in furtherance of fulfilling Adviser's obligations
under this Agreement and consistent with the exceptions provided in 17 CFR
Sections 248.14, 248.15 and 248.13, respectively.
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Exhibit A
FEDERATED EQUITY FUNDS
FEDERATED XXXXXXXX LARGE CAP FUND
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall pay Sub-
Adviser a Sub-Advisory Fee equal to 1.175% of the average daily net assets of
the above-mentioned portfolio. The Sub-Advisory Fee shall be accrued Daily, and
paid Daily as set forth in the exhibit to the Primary Advisory Contract dated
September 17, 2007.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers hereto this 17th day
of September, 2007.
FEDERATED EQUITY MANAGEMENT COMPANY OF
PENNSYLVANIA
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President/CEO
FEDERATED GLOBAL INVESTMENT MANAGEMENT
CORP.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President/CEO
- 2 -
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of September 17, 2007, that
Federated Equity Funds, a business trust duly organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), does hereby nominate, constitute
and appoint Federated Global Investment Management Corp., a business corporation
duly organized under the laws of the State of Delaware (the "Sub-Adviser"), to
act hereunder as the true and lawful agent and attorney-in-fact of the Trust,
for the specific purpose of executing and delivering all such agreements,
instruments, contracts, assignments, bond powers, stock powers, transfer
instructions, receipts, waivers, consents and other documents, and performing
all such acts, as the Sub-Adviser may deem necessary or reasonably desirable,
related to the acquisition, disposition and/or reinvestment of the funds and
assets of the Trust in accordance with Sub-Adviser's supervision of the
investment, sale and reinvestment of the funds and assets of the Trust pursuant
to the authority granted to the Adviser as investment adviser of the Trust that
certain investment advisory contract dated September 17, 2007, by and between
the Adviser and the Trust (such investment advisory contract, as may be amended,
supplemented or otherwise modified from time to time is hereinafter referred to
as the "Sub- Advisory Contract").
The Sub-Adviser shall exercise or omit to exercise the powers and
authorities granted herein in each case as the Adviser in its sole and absolute
discretion deems desirable or appropriate under existing circumstances. The
Trust hereby ratifies and confirms as good and effectual, at law or in equity,
all that the Sub-Adviser, and its officers and employees, may do by virtue
hereof. However, despite the above provisions, nothing herein shall be
construed as imposing a duty on the Sub-Adviser to act or assume responsibility
for any matters referred to above or other matters even though the Sub-Adviser
may have power or authority hereunder to do so. Nothing in this Limited Power
of Attorney shall be construed (i) to be an amendment or modifications of, or
supplement to, the Investment Advisory Contract, (ii) to amend, modify, limit or
denigrate any duties, obligations or liabilities of the Sub-Adviser under the
terms of the Investment Advisory Contract or (iii) exonerate, relieve or release
the Sub-Adviser any losses, obligations, penalties, actions, judgments and suits
and other costs, expenses and disbursements of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against the Sub-Adviser (x)
under the terms of the Investment Advisory Contract or (y) at law, or in equity,
for the performance of its duties as the Sub-Adviser of the Trust.
The Trust hereby agrees to indemnify and save harmless the Sub-Adviser and
its Trustees, officers and employees (each of the foregoing an "Indemnified
Party" and collectively the "Indemnified Parties") against and from any and all
losses, obligations, penalties, actions, judgments and suits and other costs,
expenses and disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against an Indemnified Party, other than as a
consequence of gross negligence or willful misconduct on the part of an
Indemnified Party, arising out of or in connection with this Limited Power of
Attorney or any other agreement, instrument or document executed in connection
with the exercise of the authority granted to the Adviser herein to act on
behalf of the Trust, including without limitation the reasonable costs, expenses
and disbursements in connection with defending such Indemnified Party against
any claim or liability related to the exercise or performance of any of the Sub-
Adviser's powers or duties under this Limited Power of Attorney or any of the
other agreements, instruments or documents executed in connection with the
exercise of the authority granted to the Sub-Adviser herein to act on behalf of
the Trust, or the taking of any action under or in connection with any of the
foregoing. The obligations of the Trust under this paragraph shall survive the
termination of this Limited Power of Attorney with respect to actions taken by
the Sub-Adviser on behalf of the Trust during the term of this Limited Power of
Attorney.
Any person, partnership, Trust or other legal entity dealing with the Sub-
Adviser in its capacity as attorney-in-fact hereunder for the Trust is hereby
expressly put on notice that the Sub-Adviser is acting solely in the capacity as
an agent of the Trust and that any such person, partnership, Trust or other
legal entity must look solely to the Trust for enforcement of any claim against
the Trust, as the Sub-Adviser assumes no personal liability whatsoever for
obligations of the Trust entered into by the Sub-Adviser in its capacity as
attorney-in-fact for the Trust.
Each person, partnership, Trust or other legal entity which deals with the
Trust through the Sub-Adviser in its capacity as agent and attorney-in-fact of
the Trust, is hereby expressly put on notice that all persons or entities
dealing with the Trust must look solely to the Trust on whose behalf the Sub-
Adviser is acting pursuant to its powers hereunder for enforcement of any claim
against the Trust, as the Directors, officers and/or agents of such Trust and
the shareholders of the Trust assume no personal liability whatsoever for
obligations entered into on behalf of the Trust.
The Trust hereby agrees that no person, partnership, Trust or other legal
entity dealing with the Adviser shall be bound to inquire into the Sub-Adviser's
power and authority hereunder and any such person, partnership, Trust or other
legal entity shall be fully protected in relying on such power or authority
unless such person, partnership, Trust or other legal entity has received prior
written notice from the Trust that this Limited Power of Attorney has been
revoked. This Limited Power of Attorney shall be revoked and terminated
automatically upon the cancellation or termination of the Sub- Advisory Contract
between the Trust and the Sub-Adviser. Except as provided in the immediately
preceding sentence, the powers and authorities herein granted may be revoked or
terminated by the Trust at any time provided that no such revocation or
termination shall be effective until the Sub-Adviser has received actual notice
of such revocation or termination in writing from the Trust.
This Limited Power of Attorney constitutes the entire agreement between
the Trust and the Sub-Adviser, may be changed only by a writing signed by both
of them, and shall bind and benefit their respective successors and assigns;
provided, however, the Sub-Adviser shall have no power or authority hereunder to
appoint a successor or substitute attorney in fact for the Trust.
This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania without reference
to principles of conflicts of laws. If any provision hereof, or any power or
authority conferred upon the Sub-Adviser herein, would be invalid or
unexercisable under applicable law, then such provision, power or authority
shall be deemed modified to the extent necessary to render it valid or
exercisable while most nearly preserving its original intent, and no provision
hereof, or power or authority conferred upon the Sub-Adviser herein, shall be
affected by the invalidity or the non-exercisability of another provision
hereof, or of another power or authority conferred herein.
This Limited Power of Attorney may be executed in as many identical
counterparts as may be convenient and by the different parties hereto on
separate counterparts. This Limited Power of Attorney shall become binding on
the Trust when the Trust shall have executed at least one counterpart and the
Sub-Adviser shall have accepted its appointment by executing this Limited Power
of Attorney. Immediately after the execution of a counterpart original of this
Limited Power of Attorney and solely for the convenience of the parties hereto,
the Trust and the Adviser will execute sufficient counterparts so that the
Adviser shall have a counterpart executed by it and the Trust, and the Trust
shall have a counterpart executed by the Trust and the Sub-Adviser. Each
counterpart shall be deemed an original and all such taken together shall
constitute but one and the same instrument, and it shall not be necessary in
making proof of this Limited Power of Attorney to produce or account for more
than one such counterpart.
IN WITNESS WHEREOF, the Trust has caused this Limited Power of Attorney to
be executed by its duly authorized officer as of the date first written above.
FEDERATED EQUITY FUNDS
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Accepted and agreed to this
17th day of September, 2007
FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President and CEO
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Schedule 1
to Limited Power of Attorney
dated as of September 17, 2007
by Federated Equity Funds
(the Trust "), acting on
behalf of each of the series portfolios
listed below, and appointing
Federated Global Investment Management Corp.
the attorney-in-fact of the
Trust
List of Series Portfolios
Federated Xxxxxxx Large Cap Fund
