77Q Exhibits
Federated Equity Funds
INVESTMENT SUB-ADVISORY CONTRACT
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 "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 Large Cap Growth 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 or Sub-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 Sub-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
▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇ ▇▇▇ 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.
