0001318148-09-000833 Sample Contracts

FORM OF AGREEMENT AND PLAN OF REORGANIZATION (Diversified Small Cap Value Fund)
Agreement and Plan of Reorganization • May 29th, 2009 • Federated Equity Funds • Pennsylvania

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ____ day of , 2009, by and between Federated Equity Funds, a Massachusetts business trust, with its principal place of business at 4000 Ericsson Drive, Warrendale, PA 15086-7561 (the “Federated Trust”), with respect to its Federated Clover Small Value Fund (the “Acquiring Fund”), a series of the Federated Trust, and Touchstone Funds Group Trust, a Delaware statutory trust, with its principal place of business at 303 Broadway Suite 1100, Cincinnati, Ohio 45202 (the “Trust”), with respect to its Touchstone Diversified Small Cap Value Fund, a series of the Trust (“Acquired Fund” and, collectively with the Acquiring Fund, the “Funds”).

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