EX-99.77Q1 OTHR EXHB 4 exh.txt Sub-Item 77(Q1)(a) Exhibits FEDERATED EQUITY FUNDS Amendment No. 37 to the RESTATED AND AMENDED DECLARATION OF TRUST dated August 15, 1995 This Declaration of Trust is amended as follows: Strike the first paragraph of Section 5 - Establishment and Designation of Series or Class of Article III - BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following: "Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as: Federated Capital Appreciation Fund Class A Shares Class B Shares Class C Shares Class K Shares Institutional Shares Federated Clover Small Value Fund Class A Shares Class C Shares Institutional Shares Federated Clover Value Fund Class A Shares Class B Shares Class C Shares Class K Shares Institutional Shares Federated InterContinental Fund Class A Shares Class B Shares Class C Shares Class K Shares Institutional Shares Federated International Strategic Value Dividend Fund Class A Shares Class C Shares Institutional Shares Federated Kaufmann Fund Class A Shares Class B Shares Class C Shares Class K Shares Federated Kaufmann Large Cap Fund Class A Shares Class C Shares Class K Shares Institutional Shares Federated Kaufmann Small Cap Fund Class A Shares Class B Shares Class C Shares Class K Shares Federated Market Opportunity Fund Class A Shares Class B Shares Class C Shares Institutional Shares Federated Mid Cap Growth Strategies Fund Class A Shares Class B Shares Class C Shares Class K Shares Institutional Shares Federated Prudent Bear Fund Class A Shares Class C Shares Institutional Shares Federated Strategic Value Dividend Fund Class A Shares Class C Shares Institutional Shares The undersigned hereby certify that the above-stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 11th day of February, 2010, to become effective on June 29, 2010. WITNESS the due execution hereof this 14th day of May, 2010. /s/ John F. Donahue /s/ Peter E. Madden John F. Donahue Peter E. Madden /s/ John T. Conroy, Jr. /s/ Charles F. Mansfield, Jr. John T. Conroy, Jr. Charles F. Mansfield, Jr. /s/ Nicholas P. Constantakis /s/ R. James Nicholson Nicholas P. Constantakis R. James Nicholson /s/ John F. Cunningham /s/ Thomas M. O'Neill John F. Cunningham Thomas M. O'Neill /s/ J. Christopher Donahue /s/ John S. Walsh J. Christopher Donahue John S. Walsh /s/ Maureen Lally-Green /s/ James F. Will Maureen Lally-Green James F. Will FEDERATED EQUITY FUNDS Amendment No. 38 to the RESTATED AND AMENDED DECLARATION OF TRUST dated August 15, 1995 This Declaration of Trust is amended as follows: Strike the first paragraph of Section 5 - Establishment and Designation of Series or Class of Article III - BENEFICIAL INTEREST from the Declaration of Trust and substitute in its place the following: "Section 5. Establishment and Designation of Series or Class. Without limiting the authority of the Trustees set forth in Article XII, Section 8, inter alia, to establish and designate any additional Series or Class or to modify the rights and preferences of any existing Series or Class, the Series and Classes of the Trust are established and designated as: Federated Capital Appreciation Fund Class A Shares Class B Shares Class C Shares Class K Shares Institutional Shares Federated Clover Small Value Fund Class A Shares Class C Shares Institutional Shares Federated Clover Value Fund Class A Shares Class B Shares Class C Shares Class K Shares Institutional Shares Federated Global Equity Fund Class A Shares Class C Shares Institutional Shares Federated InterContinental Fund Class A Shares Class B Shares Class C Shares Class K Shares Institutional Shares Federated International Strategic Value Dividend Fund Class A Shares Class C Shares Institutional Shares Federated Kaufmann Fund Class A Shares Class B Shares Class C Shares Class K Shares Federated Kaufmann Large Cap Fund Class A Shares Class C Shares Class K Shares Institutional Shares Federated Kaufmann Small Cap Fund Class A Shares Class B Shares Class C Shares Class K Shares Federated Market Opportunity Fund Class A Shares Class B Shares Class C Shares Institutional Shares Federated Mid Cap Growth Strategies Fund Class A Shares Class B Shares Class C Shares Class K Shares Institutional Shares Federated Prudent Bear Fund Class A Shares Class C Shares Institutional Shares Federated Strategic Value Dividend Fund Class A Shares Class C Shares Institutional Shares The undersigned hereby certify that the above-stated Amendment is a true and correct Amendment to the Declaration of Trust, as adopted by the Board of Trustees at a meeting on the 13th day of August, 2010, to become effective on August 13, 2010. WITNESS the due execution hereof this 13th day of August, 2010. /s/ John F. Donahue /s/ Peter E. Madden John F. Donahue Peter E. Madden /s/ John T. Conroy, Jr. /s/ Charles F. Mansfield, Jr. John T. Conroy, Jr. Charles F. Mansfield, Jr. /s/ Nicholas P. Constantakis /s/ R. James Nicholson Nicholas P. Constantakis R. James Nicholson /s/ John F. Cunningham /s/ Thomas M. O'Neill John F. Cunningham Thomas M. O'Neill /s/ J. Christopher Donahue /s/ John S. Walsh J. Christopher Donahue John S. Walsh /s/ Maureen Lally-Green /s/ James F. Will Maureen Lally-Green James F. Will Sub-Item 77(Q1)(e) Exhibits EXHIBIT E to the Investment Advisory Contract Federated Global Equity Fund For all services rendered by Adviser hereunder, the above-named Fund of the Federated Equity Funds shall pay to Adviser and Adviser agrees to accept as full compensation for all services rendered hereunder, an annual investment advisory fee equal to 0.90% of the average daily net assets of the Fund. The portion of the fee based upon the average daily net assets of the Fund shall be accrued daily at the rate of 1/365th of 0.90 of 1% applied to the daily net assets of the Fund. The advisory fee so accrued shall be paid to Adviser daily. Witness the due execution hereof this 1st day of September, 2010. Federated Equity Funds By: /s/ J. Christopher Donahue Name: J. Christopher Donahue Title: President Federated Global Investment Management Corp. By: /s/ John B. Fisher Name: John B. Fisher Title: President & CEO Current as of: 8/18/94