EXHIBIT (D)(XII) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/ REG. S-K
FEDERATED EQUITY FUNDS
Federated Xxxxxxxx Fund
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
(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 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").
2. For its services under this Agreement, Sub-Adviser shall receive from
Adviser an annual fee, as set forth in the exhibit 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 (the "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.
Exhibit A
Federated Equity Funds
Federated Xxxxxxxx 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 Primary Advisory Contract dated December 1,
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 this 1st day of
December, 2000.
Federated Investment Management Company
By: /S/ G. XXXXXX XXXXXXXXX
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Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
Federated Global Investment Management Corp.
By: /S/ J. XXXXXXXXXXX XXXXXXX
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Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President