Exhibit d(x) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Federated Equity Funds
Federated Market Opportunity Fund
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between FEDERATED EQUITY MANAGEMENT COMPANY OF
PENNSYLVANIA, a Delaware statutory trust located in Pittsburgh, Pennsylvania
(hereinafter referred to as "Adviser") and FEDERATED INVESTMENT MANAGEMENT
COMPANY, a Delaware statutory trust 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 each of the portfolios ("Funds") of Federated Equity Funds
("Trust") for which Adviser executes an Exhibit to this Agreement, 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 for each Fund, 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 for a Fund (and, if appropriate, assume
expenses of the Fund or Class of the Fund) to the extent that the Fund's
expenses exceed such lower expense limitation as the Sub-Adviser may, by notice
to the Trust on behalf of the Fund, voluntarily declare to be effective.
3. This Agreement shall begin for a Fund on the date that the parties
execute an exhibit to this Agreement relating to such Fund and shall continue in
effect for 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
for any Fund 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 a 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 7 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.
10. Adviser and Sub-Adviser agree that as between Adviser and
Sub-Adviser, Adviser shall be solely responsible for the allocation of
the Fund's investment portfolio between the equity portion to be
managed by Adviser and the fixed income portion to be managed by
Sub-Adviser. Adviser shall indemnify and hold harmless the Sub-Adviser
from and against any and all claims, damages, losses and expenses
resulting from such allocation decisions and incurred by or asserted
against by Sub-Adviser, including reasonable attorneys fees and legal
expenses of investigating or defending against any such claims.
Exhibit A
Federated Equity Funds
Federated Market Opportunity Fund
Sub-Advisory Contract
For all services rendered by Sub-Adviser hereunder, Adviser shall
pay Sub-Adviser a Sub-Advisory Fee equal to 0.24% of the fixed income
portion 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 November 29, 2000.
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 as of
the 1st day of January, 2004.
Federated Equity Management Company
of Pennsylvania
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President
Federated Investment Management
Company
By: /s/ G. Xxxxxx Xxxxxxxxx
--------------------------------
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
