Exhibit (d)(xvi) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
Federated Equity Funds
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Federated Investment Management
Company, a Delaware business trust (hereinafter referred to
as "Adviser") and Federated Global Investment Management Corp., a
Delaware Corporation located in Pittsburgh, Pennsylvania
(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 Small 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.
Exhibit A
Federated Equity Funds
Federated Xxxxxxxx Small Cap Fund
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall
pay Sub-Adviser a Sub-Advisory Fee equal to 0.15% 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 Primary Advisory
Contract dated June 1, 1995.
This Exhibit duly incorporates by reference the Sub-Advisory
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on their behalf by their duly authorized officers, and their
corporate seals to be affixed hereto this 1st day of September, 2001.
Federated Investment Management
Company
By:/s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Federated Global Investment
Management Corp.
By:/s/ J. Xxxxxxxxxxx Xxxxxxx
--------------------------------
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, dated as of September 1, 2001, 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 Corporation,
a business trust duly organized under the laws of the Delaware (the
"Sub-Adviser"), to act hereunder as the true and lawful agent and
attorney-in-fact of the Trust, acting on behalf of each of the series
portfolios for which the Sub-Adviser acts as investment adviser shown on
Schedule 1 attached hereto and incorporated by reference herein (each such
series portfolio being hereinafter referred to as a "Fund" and
collectively as the "Funds"), for the specific purpose of executing and
delivering all such agreements, instruments, contracts, assignments, bond
powers, stock powers, transfer instructions, receipts, waivers, consents
and other documents, and performing all such acts, as the Sub-Adviser may
deem necessary or reasonably desirable, related to the acquisition,
disposition and/or reinvestment of the funds and assets of a Fund of the
Trust in accordance with Sub-Adviser's supervision of the investment, sale
and reinvestment of the funds and assets of each Fund pursuant to the
authority granted to the Adviser as investment adviser of each Fund under
that certain investment advisory contract dated June 1, 1995, by and
between the Sub-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 investment Sub-Adviser of any of the
Funds.
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 Sub-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. No Fund shall have any joint or several
obligation with any other Fund to reimburse or indemnify an Indemnified
Party for any action, event, matter or occurrence performed or omitted by
or on behalf of the Sub-Adviser in its capacity as agent or
attorney-in-fact of Trust acting on behalf of any other Fund hereunder.
Any person, partnership, corporation 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, corporation or other legal entity must look solely to the
Trust in question 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, corporation or other legal entity which
deals with a Fund of the Trust through the Sub-Adviser in its capacity as
agent and attorney-in-fact of the Trust, is hereby expressly put on notice
(i) that all persons or entities dealing with the Trust must look solely
to the assets of the Fund of the Trust on whose behalf the 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,
the shareholders of the various classes of shares of the Trust and the
other Funds of the Trust assume no personal liability whatsoever for
obligations entered into on behalf of such Fund of the Trust, and (ii)
that the rights, liabilities and obligations of any one Fund are separate
and distinct from those of any other Fund of the Trust.
The execution of this Limited Power of Attorney by the Trust acting
on behalf of the several Funds shall not be deemed to evidence the
existence of any express or implied joint undertaking or appointment by
and among any or all of the Funds. Liability for or recourse under or
upon any undertaking of the Sub-Adviser pursuant to the power or authority
granted to the Sub-Adviser under this Limited Power of Attorney under any
rule of law, statute or constitution or by the enforcement of any
assessment or penalty or by legal or equitable proceedings or otherwise
shall be limited only to the assets of the Fund of the Trust on whose
behalf the Sub-Adviser was acting pursuant to the authority granted
hereunder.
The Trust hereby agrees that no person, partnership, corporation or
other legal entity dealing with the Sub-Adviser shall be bound to inquire
into the Sub-Adviser's power and authority hereunder and any such person,
partnership, corporation or other legal entity shall be fully protected in
relying on such power or authority unless such person, partnership,
corporation or other legal entity has received prior written notice from
the Trust that this Limited Power of Attorney has been revoked. This
Limited Power of Attorney shall be revoked and terminated automatically
upon the cancellation or termination of the Investment Advisory Contract
between the Trust and the 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 Sub-Adviser will
execute sufficient counterparts so that the Sub-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
September 1, 2001
Federated Global Investment Management Corp.
By: /s/ G. Xxxxxx Xxxxxxxxx
------------------------------
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
Schedule 1
to Limited Power of Attorney
dated as of September 1, 2001
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 Xxxxxxxx Small Cap Fund
