N-CSR 1 fefform.htm FEDERATED EQUITY FUNDS




                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form N-CSR
   Certified Shareholder Report of Registered Management Investment Companies




                                    811-4017
                      (Investment Company Act File Number)



                             Federated Equity Funds

               (Exact Name of Registrant as Specified in Charter)



                            Federated Investors Funds
                              5800 Corporate Drive
                       Pittsburgh, Pennsylvania 15237-7000


                                 (412) 288-1900
                         (Registrant's Telephone Number)


                           John W. McGonigle, Esquire
                            Federated Investors Tower
                               1001 Liberty Avenue
                       Pittsburgh, Pennsylvania 15222-3779
                     (Name and Address of Agent for Service)
                (Notices should be sent to the Agent for Service)






                        Date of Fiscal Year End: 10/31/03


              Date of Reporting Period: Fiscal year ended 10/31/03







Item 1.     Reports to Stockholders

Federated Investors
World-Class Investment Manager

Federated Capital Appreciation Fund

Established 1977

A Portfolio of Federated Equity Funds

27TH ANNUAL SHAREHOLDER REPORT

October 31, 2003

FINANCIAL HIGHLIGHTS

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT

BOARD OF TRUSTEES AND TRUST OFFICERS

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

Year Ended October 31

  

2003

   

  

2002

   

  

2001

   

  

2000

   

  

1999

   

Net Asset Value, Beginning of Period

   

$19.40

   

   

$22.48

   

   

$29.05

   

   

$25.36

   

   

$18.73

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Net investment income

   

0.09

   

   

0.13

1

   

0.17

   

   

0.11

   

   

0.06

   

Net realized and unrealized gain (loss) on investments, futures contracts and options

   

3.17

   

   

(3.04

)1

   

(4.97

)

   

4.96

   

   

7.46

   


TOTAL FROM INVESTMENT OPERATIONS

   

3.26

   

   

(2.91

)

   

(4.80

)

   

5.07

   

   

7.52

   


Less Distributions:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Distributions from net investment income

   

(0.08

)

   

(0.17

)

   

(0.08

)

   

(0.07

)

   

(0.07

)

Distributions from net realized gain on investments

   

--

   

   

--

   

   

(1.69

)

   

(1.31

)

   

(0.82

)


TOTAL DISTRIBUTIONS

   

(0.08

)

   

(0.17

)

   

(1.77

)

   

(1.38

)

   

(0.89

)


Net Asset Value, End of Period

   

$22.58

   

   

$19.40

   

   

$22.48

   

   

$29.05

   

   

$25.36

   


Total Return2

   

16.89

%

   

(13.10

)%

   

(17.25

)%

   

20.61

%

   

41.17

%


   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Expenses

   

1.27

%3

   

1.23

%3

   

1.23

%

   

1.24

%

   

1.27

%


Net investment income

   

0.62

%

   

0.76

%1

   

0.80

%

   

0.41

%

   

0.26

%


Expense waiver/reimbursement4

   

0.00

%5

   

0.00

%5

   

0.00

%5

   

0.00

%5

   

0.00

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$2,179,111

   

$1,337,564

   

$699,510

   

$637,523

   

$262,083

   


Portfolio turnover

   

40

%

   

71

%

   

61

%

   

126

%

   

55

%


1 Effective November 1, 2001, the Fund adopted the provisions of the American Institute of Certified Public Accountants (the "AICPA") Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. For the year ended October 31, 2002, this change had no effect on the net investment income per share, the net realized and unrealized gain/loss on investments per share or the ratio of net investment income to average net assets. Per share, ratios and supplemental data for the periods prior to November 1, 2001 have not been restated to reflect this change in presentation.

2 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

3 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements.

4 This expense decrease is reflected in both the expense and the net investment income ratios shown above.

5 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class B Shares

(For a Share Outstanding Throughout Each Period)

Year Ended October 31

  

2003

   

  

2002

   

  

2001

   

  

2000

   

  

1999

Net Asset Value, Beginning of Period

   

$18.95

   

   

$21.99

   

   

$28.58

   

   

$25.09

   

   

$18.62

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Net investment income (net operating loss)

   

(0.02

)

   

0.03

1

   

0.04

   

   

0.01

   

   

(0.07

)

Net realized and unrealized gain (loss) on investments, futures contracts and options

   

3.05

   

   

(3.05

)1

   

(4.94

)

   

4.79

   

   

7.36

   


TOTAL FROM INVESTMENT OPERATIONS

   

3.03

   

   

(3.02

)

   

(4.90

)

   

4.80

   

   

7.29

   


Less Distributions:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Distributions from net investment income

   

--

   

   

(0.02

)

   

--

   

   

--

   

   

--

   

Distributions from net realized gain on investments

   

--

   

   

--

   

   

(1.69

)

   

(1.31

)

   

(0.82

)


TOTAL DISTRIBUTIONS

   

--

   

   

(0.02

)

   

(1.69

)

   

(1.31

)

   

(0.82

)


Net Asset Value, End of Period

   

$21.98

   

   

$18.95

   

   

$21.99

   

   

$28.58

   

   

$25.09

   


Total Return2

   

15.99

%

   

(13.76

)%

   

(17.88

)%

   

19.71

%

   

40.12

%


   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Expenses

   

2.02

%3

   

1.98

%3

   

1.98

%

   

1.99

%

   

2.02

%


Net investment income (net operating loss)

   

(0.14

)%

   

0.01

%1

   

0.06

%

   

(0.32

)%

   

(0.49

)%


Expense waiver/reimbursement4

   

0.00

%5

   

0.00

%5

   

0.00

%5

   

0.00

%5

   

0.00

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$528,029

   

$378,336

   

$299,814

   

$266,173

   

$106,528

   


Portfolio turnover

   

40

%

   

71

%

   

61

%

   

126

%

   

55

%


1 Effective November 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. For the year ended October 31, 2002, this change had no effect on the net investment income per share, the net realized and unrealized gain/loss on investments per share or the ratio of net investment income to average net assets. Per share, ratios and supplemental data for the periods prior to November 1, 2001 have not been restated to reflect this change in presentation.

2 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

3 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements.

4 This expense decrease is reflected in both the expense and the net investment income (net operating loss) ratios shown above.

5 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

Year Ended October 31

  

2003

   

  

2002

   

  

2001

   

  

2000

   

  

1999

   

Net Asset Value, Beginning of Period

   

$18.94

   

   

$21.98

   

   

$28.55

   

   

$25.07

   

   

$18.61

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Net investment income (net operating loss)

   

(0.02

)

   

0.04

1

   

0.04

   

   

0.03

   

   

(0.07

)

Net realized and unrealized gain (loss on investments, futures contracts and options

   

3.04

   

   

(3.05

)1

   

(4.92

)

   

4.76

   

   

7.35

   


TOTAL FROM INVESTMENT OPERATIONS

   

3.02

   

   

(3.01

)

   

(4.88

)

   

4.79

   

   

7.28

   


Less Distributions:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Distributions from net investment income

   

--

   

   

(0.03

)

   

--

   

   

--

   

   

--

   

Distributions in excess of net realized gain on investments

   

--

   

   

--

   

   

(1.69

)

   

(1.31

)

   

(0.82

)


TOTAL DISTRIBUTIONS

   

--

   

   

(0.03

)

   

(1.69

)

   

(1.31

)

   

(0.82

)


Net Asset Value, End of Period

   

$21.96

   

   

$18.94

   

   

$21.98

   

   

$28.55

   

   

$25.07

   


Total Return2

   

15.95

%

   

(13.73

)%

   

(17.83

)%

   

19.68

%

   

40.09

%


   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Expenses

   

2.02

%3

   

1.98

%3

   

1.98

%

   

1.99

%

   

2.02

%


Net investment income (net operating loss)

   

(0.13

)%

   

0.01

%1

   

0.05

%

   

(0.31

)%

   

(0.49

)%


Expense waiver/reimbursement4

   

0.00

%5

   

0.00

%5

   

0.00

%5

   

0.00

%5

   

0.00

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$176,633

   

$100,576

   

$51,497

   

$41,797

   

$12,866

   


Portfolio turnover

   

40

%

   

71

%

   

61

%

   

126

%

   

55

%


1 Effective November 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. For the year ended October 31, 2002, this change had no effect on the net investment income per share, the net realized and unrealized gain/loss on investments per share or the ratio of net investment income to average net assets. Per share, ratios and supplemental data for the periods prior to
November 1, 2001 have not been restated to reflect this change in presentation.

2 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

3 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements.

4 This expense decrease is reflected in both the expense and the net investment income (net operating loss) ratios shown above.

5 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class K Shares

(For a Share Outstanding Throughout the Period)

  

Period Ended
10/31/2003

1

Net Asset Value, Beginning of Period

   

$19.13

   

Income From Investment Operations:

   

   

   

Net investment income

   

0.03

   

Net realized and unrealized gain on investments, futures contracts and options

   

3.38

   


TOTAL FROM INVESTMENT OPERATIONS

   

3.41

   


Net Asset Value, End of Period

   

$22.54

   


Total Return2

   

17.83

%


   

   

   

   

Ratios to Average Net Assets:

   

   

   


Expenses

   

1.74

%3,4


Net investment income

   

0.15

%3


Expense waiver/reimbursement5

   

0.00

%3,6


Supplemental Data:

   

   

   


Net assets, end of period (000 omitted)

   

$15,533

   


Portfolio turnover

   

40

%7


1 Reflects operations for the period from April 8, 2003 (date of initial public investment) to October 31, 2003.

2 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

3 Computed on an annualized basis.

4 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements.

5 This expense decrease is reflected in both the expense and the net investment income ratio shown above.

6 Represents less than 0.01%.

7 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the period ended October 31, 2003.

See Notes which are an integral part of the Financial Statements

Management's Discussion of Fund Performance

This report covers Federated Capital Appreciation Fund's fiscal year performance period from November 1, 2002, through October 31, 2003. During this period, the fund produced total returns of 16.89%, 15.99%, 15.95% and 17.83% for Class A, Class B, Class C and Class K shares, respectively, based on net asset value (NAV).1

Equities' rebound following the long bear market is reflected in the fund's performance. However, the fund underperformed its benchmark, the Standard & Poor's 500 Index, which returned 20.80% during the same period.2 The fund lagged its peer group as measured by the Lipper Large Cap Core Funds Average category,3 which produced an average total return of 16.86% for the same period.

Stock selection within the Consumer Staples and Materials sectors aided performance, while weaker stock selections within the Information Technology, Financials and Consumer Discretionary sectors were detractors. Our overweights in the Utilities and Industrials sectors were beneficial during the year, with returns being limited by our underweighted position in Financials and our overweighted positions in Energy and Consumer Staples stocks.

1 Performance quoted is based on net asset value. Past performance is no guarantee of future results. Investment return and principal value will fluctuate so an investor's shares, when redeemed, may be worth more or less than their original cost. Total returns for the period based on offering price for Class A, B and C shares were 10.45%, 10.49%, and 13.80%, respectively. Current performance information is available at www.federatedinvestors.com or by calling 1-800-341-7400.

2 The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Investments cannot be made in an index.

3 Lipper figures represent the average total returns reported by all mutual funds designated by Lipper, Inc. as falling into the category indicated. They do not reflect sales charges.

Top-performing holdings for the fund included Intel Corp. (2.3% of net assets), EMC Corp. (0.9% of net assets), Citigroup, Inc. (2.4% of net assets), Morgan Stanley (1.6% of net assets). Positions that impacted the fund negatively included Schering Plough Corp. (0.7% of net assets), Lockheed Martin Corp. (0.7% of net assets), and Fifth Third Bancorp (0.3% of net assets).

As you may recall, the split between value and growth holdings in Federated Capital Appreciation Fund never exceeds 60%-40% either way. As of October 31, 2003, the fund held 46% of its assets in growth stocks and the remaining 54% in value stocks.

Our moves to increase the portfolio's exposure to more cyclically sensitive names were correct, and we continue to be overweight in the Information Technology and Industrials sectors, with an emphasis on the corporate cyclicals. Our overweighted positions in the Energy and Telecommunication Services sectors are contrarian, deeper value plays.

GROWTH OF A $10,000 INVESTMENT--CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Capital Appreciation Fund (Class A Shares) (the "Fund") from October 31, 1993 to October 31, 2003 compared to the Standard and Poor's 500 Index (S&P 500)2 and the Lipper Large-Cap Core Funds Average (LLCCFA).3

Average Annual Total Returns4 for the Period Ended 10/31/2003

  

1 Year

 

10.45%

5 Years

 

6.22%

10 Years

 

11.32%

Start of Performance (1/1/1977)

 

12.84%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund with no sales load. Effective January 1, 1996, the fiscal year end of this Fund was changed from December 31 to October 31. Effective November 14, 1995, the maximum sales charge was 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Fund's performance assumes the reinvestment of all dividends and distributions. The S&P 500 and the LLCCFA have been adjusted to reflect reinvestment of dividends on securities in the index and the average.

2 The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Fund's performance. The index is unmanaged.

3 The LLCCFA represents the average of the total returns reported by all of the mutual funds designated by Lipper, Inc. as falling into the category indicated, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

4 Total returns quoted reflect all applicable sales charges.

GROWTH OF A $10,000 INVESTMENT--CLASS B SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Capital Appreciation Fund (Class B Shares) (the "Fund") from January 4, 1996 (start of performance) to October 31, 2003 compared to the Standard and Poor's 500 Index (S&P 500)2 and the Lipper Large-Cap Core Funds Average (LLCCFA).3

Average Annual Total Returns4 for the Period Ended 10/31/2003

  

1 Year

 

10.49%

5 Years

 

6.31%

Start of Performance (1/4/1996)

 

10.19%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund does not reflect a contingent deferred sales charge on any redemptions over seven years from the purchase date. The maximum contingent deferred sales charge is 5.50% on any redemption less than one year from the purchase date. The Fund's performance assumes the reinvestment of all dividends and distributions. The S&P 500 and the LLCCFA have been adjusted to reflect reinvestment of dividends on securities in the index and the average.

2 The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged.

3 The LLCCFA represents the average of the total returns reported by all of the mutual funds designated by Lipper, Inc. as falling into the category indicated, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

4 Total returns quoted reflect all applicable contingent deferred sales charges.

GROWTH OF A $10,000 INVESTMENT--CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Capital Appreciation Fund (Class C Shares) (the "Fund") from January 4, 1996 (start of performance) to October 31, 2003 compared to the Standard and Poor's 500 Index (S&P 500)2 and the Lipper Large-Cap Core Funds Average (LLCCFA).3

Average Annual Total Returns4 for the Period Ended 10/31/2003

  

1 Year

 

13.80%

5 Years

 

6.41%

Start of Performance (1/4/1996)

 

10.04%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. A 1.00% contingent deferred sales charge would be imposed on any redemption less than one year from the purchase date. Effective April 1, 2003, the Fund began to charge a maximum sales charge of 1.00%. The Fund's performance assumes the reinvestment of all dividends and distributions. The S&P 500 and the LLCCFA have been adjusted to reflect reinvestment of dividends on securities in the index and the average.

2 The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged.

3 The LLCCFA represents the average of the total returns reported by all of the mutual funds designated by Lipper, Inc. as falling into the category indicated, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

4 Total returns quoted reflect all applicable sales charges and contingent deferred sales charges.

GROWTH OF A $10,000 INVESTMENT--CLASS K SHARES

The Fund's Class K Shares commenced operations on April 8, 2003. The Fund offers three other classes of shares, Class A Shares, Class B Shares and Class C Shares. For the period prior to the commencement of operations of the Class K Shares, the performance information shown is for the Fund's Class A Shares, adjusted to reflect the expenses of Class K Shares. The graph below illustrates the hypothetical investment of $10,0001 in the Federated Capital Appreciation Fund (Class K Shares) (the "Fund") from October 31, 1993 to October 31, 2003 compared to the Standard & Poor's 500 Index (S&P 500)2 and the Lipper Large-Cap Core Funds Average (LLCCFA).3

Average Annual Total Returns for the Period Ended 10/31/2003

  

1 Year

 

16.45%

5 Years

 

6.95%

10 Years

 

11.45%

Start of Performance (1/1/1977)

 

12.56%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund with no sales load. The Fund's performance assumes the reinvestment of all dividends and distributions. The S&P 500 and the LLCCFA have been adjusted to reflect reinvestment of dividends on securities in the index and the average.

2 The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged.

3 The LLCCFA represents the average of the total returns reported by all of the mutual funds designated by Lipper, Inc. as falling into the category indicated, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

Portfolio of Investments

October 31, 2003

Shares

  

   

  

Value

   

   

   

COMMON STOCKS--99.6%

   

   

   

   

   

   

Consumer Discretionary--10.3%

   

   

   

   

364,300

   

Clear Channel Communications, Inc.

   

$

14,870,726

   

587,900

1

Comcast Corp., Class A

   

   

19,941,568

   

301,930

   

Gannett Co., Inc.

   

   

25,395,332

   

1,159,897

   

Home Depot, Inc.

   

   

42,997,382

   

480,800

   

Interpublic Group Cos., Inc.

   

   

7,154,304

   

233,519

   

Johnson Controls, Inc.

   

   

25,110,298

   

80,400

1

Kohl's Corp.

   

   

4,508,028

   

1,173,190

   

McDonald's Corp.

   

   

29,341,482

   

297,588

   

Nike, Inc., Class B

   

   

19,015,873

   

223,200

   

Omnicom Group, Inc.

   

   

17,811,360

   

750,139

   

Target Corp.

   

   

29,810,524

   

1,312,558

1

Time Warner, Inc.

   

   

20,069,012

   

416,174

   

Viacom, Inc., Class B

   

   

16,592,857

   

1,173,800

   

Walt Disney Co.

   

   

26,574,832

   


   

   

TOTAL

   

   

299,193,578

   


   

   

Consumer Staples--11.2%

   

   

   

   

630,350

   

Altria Group, Inc.

   

   

29,311,275

   

885,050

   

Coca-Cola Co.

   

   

41,066,320

   

572,200

   

Costco Wholesale Corp.

   

   

20,238,714

   

457,605

   

Gillette Co.

   

   

14,597,600

   

237,200

   

Hershey Foods Corp.

   

   

18,288,120

   

1,489,909

   

Kroger Co.

   

   

26,058,508

   

715,742

   

PepsiCo, Inc.

   

   

34,226,782

   

372,740

   

Procter & Gamble Co.

   

   

36,636,615

   

1,387,200

1

Rite Aid Corp.

   

   

7,948,656

   

655,700

   

Sara Lee Corp.

   

   

13,068,101

   

369,700

   

UST, Inc.

   

   

12,577,194

   

387,397

   

Walgreen Co.

   

   

13,489,164

   

980,265

   

Wal-Mart Stores, Inc.

   

   

57,786,622

   


   

   

TOTAL

   

   

325,293,671

   


Shares

  

   

  

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Energy--7.5%

   

   

   

   

308,758

   

ChevronTexaco Corp.

   

22,940,719

   

495,600

   

ConocoPhillips

   

   

28,323,540

   

2,273,397

   

Exxon Mobil Corp.

   

   

83,160,862

   

887,700

   

Halliburton Co.

   

   

21,198,276

   

443,750

   

Schlumberger Ltd.

   

   

20,842,938

   

1,097,900

1

Transocean, Inc.

   

   

21,068,701

   

615,700

1

Weatherford International Ltd.

   

   

21,395,575

   


   

   

TOTAL

   

   

218,930,611

   


   

   

Financials--16.8%

   

   

   

   

716,540

   

Allstate Corp.

   

   

28,303,330

   

581,800

   

American International Group, Inc.

   

   

35,390,894

   

163,000

   

Bank One Corp.

   

   

6,919,350

   

483,768

   

Bank of America Corp.

   

   

36,635,751

   

888,486

   

Bank of New York Co., Inc.

   

   

27,711,878

   

1,480,533

   

Citigroup, Inc.

   

   

70,177,264

   

207,400

   

Federal Home Loan Mortgage Corp.

   

   

11,641,362

   

256,922

   

Federal National Mortgage Association

   

   

18,418,738

   

170,200

   

Fifth Third Bancorp

   

   

9,864,792

   

251,700

   

FleetBoston Financial Corp.

   

   

10,166,163

   

229,570

   

Goldman Sachs Group, Inc.

   

   

21,556,623

   

1,214,945

   

J.P. Morgan Chase & Co.

   

   

43,616,525

   

208,731

   

Lehman Brothers Holdings, Inc.

   

   

15,028,632

   

583,600

   

Lincoln National Corp.

   

   

23,303,148

   

700,200

   

MBNA Corp.

   

   

17,329,950

   

827,408

   

Morgan Stanley

   

   

45,399,877

   

153,600

   

SLM Corporation

   

   

6,014,976

   

182,300

   

Wachovia Corp.

   

   

8,362,101

   

563,400

   

Washington Mutual, Inc.

   

   

24,648,750

   

474,800

   

Wells Fargo & Co.

   

   

26,740,736

   


   

   

TOTAL

   

   

487,230,840

   


Shares

  

   

  

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Healthcare--13.7%

   

   

   

   

500,903

   

Abbott Laboratories

   

21,348,486

   

247,500

   

AmerisourceBergen Corp.

   

   

14,050,575

   

296,220

1

Amgen, Inc.

   

   

18,294,547

   

747,502

   

Baxter International, Inc.

   

   

19,868,603

   

371,400

1

Biogen, Inc.

   

   

15,030,558

   

205,600

1

Boston Scientific Corp.

   

   

13,923,232

   

725,680

   

Bristol-Myers Squibb Co.

   

   

18,410,502

   

427,900

1

Forest Laboratories, Inc., Class A

   

   

21,399,279

   

396,100

   

Guidant Corp.

   

   

20,205,061

   

718,160

   

Johnson & Johnson

   

   

36,144,993

   

531,000

   

Lilly (Eli) & Co.

   

   

35,375,220

   

78,556

1

Medco Health Solutions, Inc.

   

   

2,608,059

   

130,500

   

Medtronic, Inc.

   

   

5,946,885

   

763,183

   

Merck & Co., Inc.

   

   

33,770,848

   

2,235,358

   

Pfizer, Inc.

   

   

70,637,313

   

1,318,306

   

Schering Plough Corp.

   

   

20,130,533

   

174,985

   

St. Jude Medical, Inc.

   

   

10,177,128

   

432,776

   

Wyeth

   

   

19,102,733

   


   

   

TOTAL

   

   

396,424,555

   


   

   

Industrials--12.1%

   

   

   

   

353,800

   

3M Co.

   

   

27,904,206

   

146,100

1

American Standard Cos.

   

   

13,981,770

   

264,700

   

Caterpillar, Inc.

   

   

19,397,216

   

1,058,440

1

Cendant Corp.

   

   

21,623,929

   

323,180

   

Danaher Corp.

   

   

26,775,463

   

261,843

   

Deere & Co.

   

   

15,872,923

   

378,600

   

Dover Corp.

   

   

14,772,972

   

313,400

   

Eaton Corp.

   

   

31,415,216

   

1,670,305

   

General Electric Co.

   

   

48,455,548

   

285,500

   

Ingersoll-Rand Co., Class A

   

   

17,244,200

   

444,050

   

Lockheed Martin Corp.

   

   

20,586,158

   

Shares

  

   

  

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Industrials--continued

   

   

   

   

713,000

   

Raytheon Co.

   

18,880,240

   

521,993

   

Textron, Inc.

   

   

25,937,832

   

1,147,938

   

Tyco International Ltd.

   

   

23,968,945

   

942,976

   

Waste Management, Inc.

   

   

24,441,938

   


   

   

TOTAL

   

   

351,258,556

   


   

   

Information Technology--18.0%

   

   

   

   

854,100

1

Apple Computer, Inc.

   

   

19,550,349

   

513,000

1

Applied Materials, Inc.

   

   

11,988,810

   

1,352,833

1

Cisco Systems, Inc.

   

   

28,382,436

   

853,825

1

Dell, Inc.

   

   

30,840,159

   

1,913,259

   

EMC Corp. Mass

   

   

26,479,505

   

580,210

   

First Data Corp., Class

   

   

20,713,497

   

2,710,335

   

Hewlett-Packard Co.

   

   

60,467,574

   

1,996,201

   

Intel Corp.

   

   

65,974,443

   

455,776

   

International Business Machines Corp.

   

   

40,782,836

   

253,227

1

Intuit, Inc.

   

   

12,656,285

   

196,000

1

KLA-Tencor Corp.

   

   

11,236,680

   

367,261

1

Lexmark International Group, Class A

   

   

27,034,082

   

3,773,900

1

Lucent Technologies, Inc.

   

   

12,076,480

   

463,900

   

Maxim Integrated Products, Inc.

   

   

23,060,469

   

2,628,329

   

Microsoft Corp.

   

   

68,730,803

   

1,317,780

   

Nokia Oyj, Class A, ADR

   

   

22,389,082

   

1,729,241

1

Oracle Corp.

   

   

20,681,722

   

618,000

   

Texas Instruments, Inc.

   

   

17,872,560

   


   

   

TOTAL

   

   

520,917,772

   


   

   

Materials--2.7%

   

   

   

   

967,142

   

Alcoa, Inc.

   

   

30,532,673

   

820,000

   

International Paper Co.

   

   

32,267,000

   

608,070

   

MeadWestvaco Corp.

   

   

15,761,174

   


   

   

TOTAL

   

   

78,560,847

   


Shares

  

   

  

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Telecommunication Services--4.3%

   

   

   

   

624,928

   

AT&T Corp.

   

11,617,412

   

799,100

   

BellSouth Corp.

   

   

21,024,321

   

1,734,824

   

SBC Communications, Inc.

   

   

41,601,080

   

696,233

   

Sprint Corp.

   

   

11,139,728

   

1,152,191

   

Verizon Communications

   

   

38,713,618

   


   

   

TOTAL

   

   

124,096,159

   


   

   

Utilities--3.0%

   

   

   

   

709,900

   

Cinergy Corp.

   

   

25,776,469

   

157,500

   

FPL Group, Inc.

   

   

10,039,050

   

424,200

   

FirstEnergy Corp.

   

   

14,588,238

   

912,600

   

NiSource, Inc.

   

   

18,899,946

   

604,900

   

Sempra Energy

   

   

16,816,220

   


   

   

TOTAL

   

   

86,119,923

   


   

   

TOTAL COMMON STOCKS (IDENTIFIED COST $2,620,178,178)

   

   

2,888,026,512

   


   

   

MUTUAL FUND--1.1%

   

   

   

   

31,877,204

2

Prime Value Obligations Fund, IS Shares (at net asset value)

   

   

31,877,204

   


   

   

TOTAL INVESTMENTS--100.7%
(IDENTIFIED COST $2,652,055,382)3

   

   

2,919,903,716

   


   

   

OTHER ASSETS AND LIABILITIES - NET--(0.7)%

   

   

(20,598,374

)


   

   

TOTAL NET ASSETS--100%

   

$

2,899,305,342

   


1 Non-income producing security.

2 Affiliated company.

3 The cost of investments for federal tax purposes amounts to $2,678,172,889.

Note: The categories of investments are shown as a percentage of total net assets at October 31, 2003.

The following acronym is used throughout this portfolio:

ADR

--American Depositary Receipt

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

October 31, 2003

Assets:

  

   

   

  

   

   

   

Total investments in securities, at value including $31,877,204 of investments in affiliated issuer (identified cost $2,652,055,382)

   

   

   

   

$

2,919,903,716

   

Cash

   

   

   

   

   

511,378

   

Income receivable

   

   

   

   

   

5,056,192

   

Receivable for investments sold

   

   

   

   

   

6,217,717

   

Receivable for shares sold

   

   

   

   

   

6,966,421

   


TOTAL ASSETS

   

   

   

   

   

2,938,655,424

   


Liabilities:

   

   

   

   

   

   

   

Payable for investments purchased

   

$

32,453,355

   

   

   

   

Payable for shares redeemed

   

   

5,820,555

   

   

   

   

Payable for portfolio accounting fees (Note 6)

   

   

9,805

   

   

   

   

Payable for distribution services fee (Note 6)

   

   

441,167

   

   

   

   

Payable for shareholder services fee (Note 6)

   

   

597,686

   

   

   

   

Accrued expenses

   

   

27,514

   

   

   

   


TOTAL LIABILITIES

   

   

   

   

   

39,350,082

   


Net assets for 129,279,060 shares outstanding

   

   

   

   

$

2,899,305,342

   


Net Assets Consist of:

   

   

   

   

   

   

   

Paid in capital

   

   

   

   

$

2,870,486,332

   

Net unrealized appreciation of investments

   

   

   

   

   

267,848,334

   

Accumulated net realized loss on investments and futures contracts

   

   

   

   

   

(247,782,555

)

Undistributed net investment income

   

   

   

   

   

8,753,231

   


TOTAL NET ASSETS

   

   

   

   

$

2,899,305,342

   


Net Asset Value, Offering Price and Redemption Proceeds Per Share

   

   

   

   

   

   

   

Class A Shares:

   

   

   

   

   

   

   

Net asset value per share ($2,179,110,778 ÷ 96,522,097 shares outstanding)

   

   

   

   

   

$22.58

   


Offering price per share (100/94.50 of $22.58)1

   

   

   

   

   

$23.89

   


Redemption proceeds per share

   

   

   

   

   

$22.58

   


Class B Shares:

   

   

   

   

   

   

   

Net asset value per share ($528,029,436 ÷ 24,025,362 shares outstanding)

   

   

   

   

   

$21.98

   


Offering price per share

   

   

   

   

   

$21.98

   


Redemption proceeds per share (94.50/100 of $21.98)1

   

   

   

   

   

$20.77

   


Class C Shares:

   

   

   

   

   

   

   

Net asset value per share ($176,632,545 ÷ 8,042,352 shares outstanding)

   

   

   

   

   

$21.96

   


Offering price per share (100/99.00 of $21.96)1

   

   

   

   

   

$22.18

   


Redemption proceeds per share (99.00/100 of $21.96)1

   

   

   

   

   

$21.74

   


Class K Shares:

   

   

   

   

   

   

   

Net asset value per share ($15,532,583 ÷ 689,249 shares outstanding)

   

   

   

   

   

$22.54

   


Offering price per share

   

   

   

   

   

$22.54

   


Redemption proceeds per share

   

   

   

   

   

$22.54

   


1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended October 31, 2003

Investment Income:

  

   

   

   

  

   

   

   

  

   

   

   

Dividends (including $804,558 received from affiliated issuer (Note 6) and net of foreign taxes withheld of $308,353)

   

   

   

   

   

   

   

   

   

$

43,616,917

   

Interest (including income on securities loaned of $47,284)

   

   

   

   

   

   

   

   

   

   

134,591

   


TOTAL INCOME

   

   

   

   

   

   

   

   

   

   

43,751,508

   


Expenses:

   

   

   

   

   

   

   

   

   

   

   

   

Investment adviser fee (Note 6)

   

   

   

   

   

$

17,368,038

   

   

   

   

   

Administrative personnel and services fee (Note 6)

   

   

   

   

   

   

1,741,356

   

   

   

   

   

Custodian fees

   

   

   

   

   

   

111,959

   

   

   

   

   

Transfer and dividend disbursing agent fees and expenses--Class A Shares (Note 6)

   

   

   

   

   

   

2,812,414

   

   

   

   

   

Transfer and dividend disbursing agent fees and expenses--Class B Shares (Note 6)

   

   

   

   

   

   

726,419

   

   

   

   

   

Transfer and dividend disbursing agent fees and expenses--Class C Shares (Note 6)

   

   

   

   

   

   

233,989

   

   

   

   

   

Transfer and dividend disbursing agent fees and expenses--Class K Shares (Note 6)

   

   

   

   

   

   

2,632

   

   

   

   

   

Directors'/Trustees' fees

   

   

   

   

   

   

16,452

   

   

   

   

   

Auditing fees

   

   

   

   

   

   

15,401

   

   

   

   

   

Legal fees

   

   

   

   

   

   

6,148

   

   

   

   

   

Portfolio accounting fees (Note 6)

   

   

   

   

   

   

173,094

   

   

   

   

   

Distribution services fee--Class B Shares (Note 6)

   

   

   

   

   

   

3,261,678

   

   

   

   

   

Distribution services fee--Class C Shares (Note 6)

   

   

   

   

   

   

992,446

   

   

   

   

   

Distribution services fee--Class K Shares (Note 6)

   

   

   

   

   

   

3,357

   

   

   

   

   

Shareholder services fee--Class A Shares (Note 6)

   

   

   

   

   

   

4,369,362

   

   

   

   

   

Shareholder services fee--Class B Shares (Note 6)

   

   

   

   

   

   

1,087,226

   

   

   

   

   

Shareholder services fee--Class C Shares (Note 6)

   

   

   

   

   

   

330,815

   

   

   

   

   

Share registration costs

   

   

   

   

   

   

175,676

   

   

   

   

   

Printing and postage

   

   

   

   

   

   

265,322

   

   

   

   

   

Insurance premiums

   

   

   

   

   

   

3,341

   

   

   

   

   

Miscellaneous

   

   

   

   

   

   

11,034

   

   

   

   

   


TOTAL EXPENSES

   

   

   

   

   

   

33,708,159

   

   

   

   

   


Reimbursement and Expense Reduction (Note 6):

   

   

   

   

   

   

   

   

   

   

   

   

Reimbursement of investment adviser fee

   

$

(9,017

)

   

   

   

   

   

   

   

   

Fees paid indirectly from directed broker arrangements

   

   

(55,281

)

   

   

   

   

   

   

   

   


TOTAL REIMBURSEMENT AND EXPENSE REDUCTION

   

   

   

   

   

   

(64,298

)

   

   

   

   


Net expenses

   

   

   

   

   

   

   

   

   

   

33,643,861

   


Net investment income

   

   

   

   

   

   

   

   

   

   

10,107,647

   


Realized and Unrealized Gain (Loss) on Investments and Futures Contracts:

   

   

   

   

   

   

   

   

   

   

   

   

Net realized loss on investments

   

   

   

   

   

   

   

   

   

   

(45,181,883

)

Net realized gain on futures contracts

   

   

   

   

   

   

   

   

   

   

2,551,900

   

Net change in unrealized depreciation of investments

   

   

   

   

   

   

   

   

   

   

410,469,284

   


Net realized and unrealized gain on investments and futures contracts

   

   

   

   

   

   

   

   

   

   

367,839,301

   


Change in net assets resulting from operations

   

   

   

   

   

   

   

   

   

$

377,946,948

   


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

 

Year Ended October 31

  

   

2003

   

  

   

2002

   

Increase (Decrease) in Net Assets

   

   

   

   

   

   

   

   

Operations:

   

   

   

   

   

   

   

   

Net investment income

   

$

10,107,647

   

   

$

8,515,965

   

Net realized loss on investments, future contracts and options

   

   

(42,629,983

)

   

   

(120,703,938

)

Net change in unrealized appreciation/depreciation of investments

   

   

410,469,284

   

   

   

(181,049,558

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

   

   

377,946,948

   

   

   

(293,237,531

)


Distributions to Shareholders:

   

   

   

   

   

   

   

   

Distributions from net investment income

   

   

   

   

   

   

   

   

Class A Shares

   

   

(6,248,833

)

   

   

(5,711,977

)

Class B Shares

   

   

--

   

   

   

(269,500

)

Class C Shares

   

   

--

   

   

   

(70,069

)

Class K Shares

   

   

--

   

   

   

--

   


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

   

   

(6,248,833

)

   

   

(6,051,546

)


Share Transactions:

   

   

   

   

   

   

   

   

Proceeds from sale of shares

   

   

1,468,717,352

   

   

   

1,238,402,127

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Second National Bank Fiduciary Growth Fund

   

   

2,165,768

   

   

   

--

   

Proceeds from shares issued in connection with the taxable transfer of assets from Second National Bank Pension Growth Fund

   

   

765,021

   

   

   

--

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Susquehanna Common Trust Fund

   

   

4,411,414

   

   

   

--

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Founders Common Trust Equity Income Fund Personal Trust

   

   

778,686

   

   

   

--

   

Proceeds from shares issued in connection with the taxable transfer of assets from Founders Common Trust Equity Income Fund Retirement Trust

   

   

1,593,947

   

   

   

--

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Riggs Stock Fund

   

   

19,288,949

   

   

   

--

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Rightime Mid-Cap Fund

   

   

--

   

   

   

25,496,092

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Rightime Fund

   

   

--

   

   

   

39,756,520

   

 

Statement of Changes in Net Assets--continued

 

Year Ended October 31

  

   

2003

   

  

   

2002

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Rightime Blue Chip Fund

   

--

   

   

82,895,572

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated New Economy Fund

   

   

--

   

   

   

27,126,892

   

Proceeds from shares issued in connection with the tax-free transfer of assets from FirstMerit Equity Fund

   

   

--

   

   

   

43,111,396

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Stock Yards Bank & Trust Company

   

   

--

   

   

   

26,212,725

   

Proceeds from shares issued in connection with the taxable transfer of assets from Stock Yards Bank & Trust Company

   

   

--

   

   

   

5,454,899

   

Net asset value of shares issued to shareholders in payment of distributions declared

   

   

5,149,054

   

   

   

4,950,663

   

Cost of shares redeemed

   

   

(791,739,016

)

   

   

(428,461,955

)


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

   

   

711,131,175

   

   

   

1,064,944,931

   


Change in net assets

   

   

1,082,829,290

   

   

   

765,655,854

   


Net Assets:

   

   

   

   

   

   

   

   

Beginning of period

   

   

1,816,476,052

   

   

   

1,050,820,198

   


End of period (including undistributed net investment income of $8,753,231 and $5,883,044, respectively)

   

$

2,899,305,342

   

   

$

1,816,476,052

   


See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

October 31, 2003

1. ORGANIZATION

Federated Equity Funds (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end, management investment company. The Trust consists of seven portfolios. The financial statements included herein are only those of Federated Capital Appreciation Fund (the "Fund"), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder's interest is limited to the portfolio in which shares are held. The Fund offers four classes of shares: Class A Shares, Class B Shares, Class C Shares and Class K Shares. On April 8, 2003, the Fund began offering Class K Shares. The investment objective of the Fund is to provide capital appreciation.

On December 7, 2001, the Fund received a tax-free transfer of assets from the Rightime Mid-Cap Fund and the Rightime Blue Chip Fund, and a taxable transfer of assets from the Rightime Fund, as follows:

  

Class A
Shares of
the Fund
Issued

  

Rightime
Funds' Net
Assets
Received

  

Unrealized
Appreciation1

  

Net Assets
of Fund
Prior to
Combination

  

Net Assets
of Rightime
Funds
Immediately
Prior to
Combination

  

Net Assets
of the Fund
Immediately
After
Combination

Rightime Mid-Cap Fund

 

1,055,922

 

$25,496,092

   

$1,766,764

   

$  --

   

$25,496,092

   

$  --


Rightime Blue Chip Fund

 

3,431,830

 

82,895,572

   

23,786,601

   

--

   

82,895,572

   

--


Rightime Fund

 

1,647,823

 

39,756,520

   

--

   

--

   

39,756,520

   

--


TOTAL

   

6,135,575

   

$148,148,184

   

$25,553,365

   

$1,188,861,448

   

$148,148,184

   

$1,337,009,632


1 Unrealized Appreciation of the Rightime Mid-Cap Fund and the Rightime Blue Chip Fund is included in the Rightime Funds' Net Assets Received amount shown above.

On April 4, 2002, the Fund received a tax-free transfer of assets from Federated New Economy Fund, as follows:

   

  

Class A
Shares of
the Fund
Issued

  

Federated New
Economy Fund
Net Assets
Received

  

Unrealized
Depreciation2

  

Net Assets
of Fund
Prior to
Combination

  

Net Assets
of Federated
New Economy
Fund
Immediately
Prior to
Combination

  

Net Assets
of the Fund
Immediately
After
Combination

Class A

 

448,449

 

$10,726,905

   

$1,704,136

   

$1,161,978,033

   

$10,726,905

   

$1,172,704,938


Class B

 

595,445

 

13,969,136

   

375,837

   

396,400,207

   

13,969,136

   

410,369,343


Class C

 

103,705

 

2,430,851

   

75,239

   

79,455,430

   

2,430,851

   

81,886,281


TOTAL

   

1,147,599

   

$27,126,892

   

$1,525,212

   

$1,637,833,670

   

$27,126,892

   

$1,664,960,562


2 Unrealized Depreciation is included in the Federated New Economy Fund Net Assets Received amount shown above.

On August 16, 2002, the Fund received a tax-free transfer of assets from the FirstMerit Equity Fund, as follows:

Class A
Shares of
the Fund
Issued

  

FirstMerit
Equity Fund
Net Assets
Received

  

Unrealized
Depreciation3

  

Net Assets
of Fund
Prior to
Combination

  

Net Assets
of FirstMerit
Equity Fund
Immediately
Prior to
Combination

  

Net Assets
of the Fund
Immediately
After
Combination

2,095,838

   

$43,111,396

   

$7,651,541

   

$1,700,495,582

   

$43,111,396

   

$1,743,606,978


3 Unrealized Depreciation is included in the FirstMerit Equity Fund Net Assets Received amount shown above.

On October 11, 2002, the Fund received a tax-free transfer of assets from the Stock Yards Bank & Trust Company Common IV Personal Trust Equity Fund and a taxable transfer of assets from the Stock Yards Bank & Trust Company Collective II EB Fund, as follows:

Class A Shares
of the Fund Issued
in Relation
to Tax-Free
Transfer of Assets

  

Class A Shares
of the Fund
Issued in
Relation
to Taxable
Transfer of Assets

  

Tax-Free
Transfer of
Common Trust
Fund Net
Assets Received

  

Taxable
Transfer of
Collective
Trust Fund
Net Assets
Received

  

Unrealized
Appreciation
Included in
Tax-Free
Net Assets
Received4

1,417,670

   

295,019

   

$26,212,725

   

$5,454,899

   

$641,308


 

Net Assets of Fund
Prior to Combination

  

Net Assets of Common
and Collective Trust
Fund Immediately
Prior to Combination

  

Net Assets
of Fund
Immediately After
Combination

$1,667,208,831

   

$31,667,624

   

$1,698,876,455


4 Unrealized Appreciation is included in the Tax-Free Transfer of Common Trust Fund Net Assets Received amount shown above.

On November 15, 2002, the Fund received a tax-free transfer of assets from Second National Bank Fiduciary Growth Fund and a taxable transfer of assets from Second National Bank Pension Growth Fund, as follows:

   

  

Class A
Shares of
the Fund
Issued

  

Second
National
Bank Funds'
Net Assets
Received

  

Unrealized
Depreciation5

  

Net Assets
of Fund
Prior to
Combination

  

Net Assets
of Second
National
Bank Funds
Immediately
Prior to
Combination

  

Net Assets
of the
Fund
Immediately
After
Combination

Second National Bank Fiduciary Growth Fund

 

109,272

 

$2,165,768

   

$780,298

   

$  --

   

$2,165,768

   

$  --


Second National Bank Pension Growth Fund

 

38,598

 

765,021

   

--

   

--

   

765,021

   

--


TOTAL

   

147,870

   

$2,930,789

   

$780,298

   

$1,890,492,013

   

$2,930,789

   

$1,893,422,802


5 Unrealized Depreciation is included in the Second National Bank Fiduciary Growth Fund Net Assets Received amount shown above.

On December 13, 2002, the Fund received a tax-free transfer of assets from Susquehanna Common Trust Fund, as follows:

   

  

Class A
Shares of
the Fund
Issued

  

Susquehanna
Common
Trust Fund
Net Assets
Received

  

Unrealized
Appreciation6

  

Net Assets
of Fund
Prior to
Combination

  

Net Assets of
Susquehanna
Common Trust
Fund
Immediately
Prior to
Combination

  

Net Assets
of the Fund
Immediately
After
Combination

Susquehanna Common Trust Fund

 

226,808

   

$4,411,414

   

$1,073,435

   

$1,937,552,787

   

$4,411,414

   

$1,941,964,201


6 Unrealized Appreciation is included in the tax-free transfer of Susquehanna Common Trust Fund Net Assets Received amount shown above.

On July 21, 2003, the Fund received a tax-free transfer of assets from the Founders Common Trust Equity Income Fund Personal Trust and a taxable transfer of assets from the Founders Common Trust Equity Income Fund Retirement Trust, as follows:

   

  

Class A
Shares of
the Fund
Issued

  

Founders
Common
Trust Equity
Income Fund
Net Assets
Received

  

Unrealized
Depreciation7

  

Net Assets
of Fund
Prior to
Combination

  

Net Assets
of Founders
Common
Trust Equity
Income Fund
Immediately
Prior to
Combination

  

Net Assets
of the Fund
Immediately
After
Combination

Founders Common Trust Equity Income Fund Personal Trust

 

36,184

 

$  778,686

   

$25,513

   

$  --

   

$778,686

   

$  --


Founders Common Trust Equity Income Fund Retirement Trust

 

74,068

 

1,593,947

   

--

   

--

   

1,593,947

   

--


TOTAL

   

110,252

   

$2,372,633

   

$25,513

   

$2,576,426,430

   

$2,372,633

   

$2,578,799,063


7 Unrealized Depreciation is included in the Founders Common Trust Equity Income Fund Personal Trust Net Assets Received amount shown above.

On September 27, 2003, the Fund received a tax-free transfer of assets from Riggs Stock Fund, as follows:

Class A
Shares of
the Fund
Issued

  

Riggs
Stock Fund
Net Assets
Received

  

Unrealized
Appreciation8

  

Net Assets
of Fund
Prior to
Combination

  

Net Assets
of Riggs
Stock Fund
Immediately
Prior to
Combination

  

Net Assets
of the Fund
Immediately
After
Combination

899,252

   

$19,288,949

   

$2,090,400

   

$2,671,090,559

   

$19,288,949

   

$2,690,379,508


8 Unrealized Appreciation is included in the Riggs Stock Fund Net Assets Received amount shown above.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles ("GAAP") in the United States of America.

Investment Valuation

Listed equity securities are valued at the last sale price reported on a national securities exchange. U.S. government securities, listed corporate bonds, other fixed income and asset backed securities, and unlisted securities and private placement securities are generally valued at the mean of the latest bid and asked price as furnished by an independent pricing service. Short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, which approximates fair market value. Investments in other open-end regulated investment companies are valued at net asset value. Securities for which no quotations are readily available are valued at fair value as determined in good faith using methods approved by the Board of Trustees (the "Trustees").

Repurchase Agreements

It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement.

The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Trustees. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of collateral securities. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Investment Income, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value. The Fund offers multiple classes of shares, which differ in their respective distribution, service and transfer and dividend disbursing agent fees and expenses. All shareholders bear the common expenses of the Fund based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund's policy to comply with the Subchapter M provision of the Internal Revenue Code (the "Code") and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Futures Contracts

The Fund purchases stock index futures contracts to manage cashflows, enhance yield, and to potentially reduce transaction costs. Upon entering into a stock index futures contract with a broker, the Fund is required to deposit in a segregated account a specified amount of cash or U.S. government securities. Futures contracts are valued daily and unrealized gains or losses are recorded in a "variation margin" account. Daily, the Fund receives from or pays to the broker a specified amount of cash based upon changes in the variation margin account. When a contract is closed, the Fund recognizes a realized gain or loss. Futures contracts have market risks, including the risk that the change in the value of the contract may not correlate with the changes in the value of the underlying securities. For the year ended October 31, 2003, the Fund had a realized gain of $2,551,900 on future contracts.

At October 31, 2003, the Fund had no outstanding futures contracts.

Written Options Contracts

The Fund may write option contracts. A written option obligates the Fund to deliver call, or to receive a put at the contracted amount upon exercise by the holder of the option. The value of the option contract is recorded as a liability and unrealized gain or loss is measured by the difference between the current value and the premium received. For the year ended October 31, 2003, the Fund had no realized gain (loss) on written options.

At October 31, 2003, the Fund had no outstanding written options.

Securities Lending

The Fund participates in a securities lending program providing for the lending of corporate bonds, equity and government securities to qualified brokers. Collateral for securities loaned is invested in an affiliated money market fund. Collateral is maintained at a minimum level of 102% of the market value on investments loaned, plus interest, if applicable. Earnings on collateral are allocated between the securities lending agent, as a fee for its services under the program, and the Fund, according to agreed-upon rates.

At October 31, 2003, the Fund had no outstanding securities on loan.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis.

3. CHANGE IN ACCOUNTING POLICY

Effective November 1, 2001, the Fund has adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies (the "Guide"). For financial statement purposes, the revised Guide requires the Fund to amortize premium and discount on all fixed income securities.

Upon initial adoption, the Fund adjusted its cost of fixed income securities by the cumulative amount of amortization that would have been recognized had amortization been in effect from the purchase date of each holding with a corresponding reclassification between unrealized appreciation/depreciation on investments and undistributed net investment income. Adoption of these accounting principles does not affect the Fund's net asset value or distributions, but changes the classification of certain amounts between investment income and realized gain/loss on the Statement of Operations. The cumulative effect to the Fund resulting from the adoption of premium and discount amortization is as follows:

  

As of 11/1/2001

For the Year Ended
10/31/2002

Cost of
Investments

   

Undistributed
Net Investment
Income

  

Net
Investment
Income

  

Net Unrealized
Appreciation
(Depreciation)

  

Net Realized
Gain (Loss)

$(46,213)

 

$(46,213)

   

$(3,718)

   

$(46,213)

   

$49,931


The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

4. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value) for each class of shares.

Transactions in shares were as follows:

Year Ended October 31

2003

2002

Class A Shares:

  

Shares

   

  

   

Amount

   

  

Shares

   

  

   

Amount

   

Shares sold

   

58,758,020

   

   

$

1,190,214,824

   

   

41,798,428

   

   

$

926,476,450

   

Shares issued in connection with tax-free transfer of assets from Second National Bank Fiduciary Growth Fund

   

109,272

   

   

   

2,165,768

   

   

--

   

   

   

--

   

Shares issued in connection with taxable transfer of assets from Second National Bank Pension Growth Fund

   

38,598

   

   

   

765,021

   

   

--

   

   

   

--

   

Shares issued in connection with tax-free transfer of assets from Susquehanna Common Trust Fund

   

226,808

   

   

   

4,411,414

   

   

--

   

   

   

--

   

Shares issued in connection with tax-free transfer of assets from Founders Common Trust Equity Income Fund Personal Trust

   

36,184

   

   

   

778,686

   

   

--

   

   

   

--

   

Shares issued in connection with taxable transfer of assets from Founders Common Trust Equity Income Fund Retirement Trust

   

74,068

   

   

   

1,593,947

   

   

--

   

   

   

--

   

Shares issued in connection with tax-free transfer of assets from Riggs Stock Fund

   

899,252

   

   

   

19,288,949

   

   

--

   

   

   

--

   

Shares issued in connection with tax-free transfer of assets from Rightime Mid-Cap Fund

   

--

   

   

   

--

   

   

1,055,922

   

   

   

25,496,092

   

Shares issued in connection with taxable transfer of assets from Rightime Fund

   

--

   

   

   

--

   

   

1,647,823

   

   

   

39,756,520

   

Shares issued in connection with tax-free transfer of assets from Rightime Blue Chip Fund

   

--

   

   

   

--

   

   

3,431,830

   

   

   

82,895,572

   

Shares issued in connection with tax-free transfer of assets from Federated New Economy Fund

   

--

   

   

   

--

   

   

448,449

   

   

   

10,726,905

   

Shares issued in connection with tax-free transfer of assets from FirstMerit Equity Fund

   

--

   

   

   

--

   

   

2,095,838

   

   

   

43,111,396

   

Shares issued in connection with tax-free transfer of assets from Stock Yards Bank & Trust Company conversion

   

--

   

   

   

--

   

   

1,417,670

   

   

   

26,212,725

   

Shares issued in connection with taxable transfer of assets from Stock Yards Bank & Trust Company conversion

   

--

   

   

   

--

   

   

295,019

   

   

   

5,454,899

   

Shares issued to shareholders in payment of distributions declared

   

267,111

   

   

   

5,149,054

   

   

191,912

   

   

   

4,637,437

   

Shares redeemed

   

(32,823,994

)

   

   

(665,501,409

)

   

(14,561,859

)

   

   

(310,978,098

)


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

   

27,585,319

   

   

   

$558,866,254

   

   

37,821,032

   

   

   

$853,789,898

   


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended October 31

2003

2002

Class B Shares:

   

Shares

   

   

   

Amount

   

   

Shares

   

   

   

Amount

   

Shares sold

   

8,278,246

   

   

$

164,895,519

   

   

10,277,898

   

   

$

225,880,205

   

Shares issued in connection with tax-free transfer of assets from Federated New Economy Fund

   

--

   

   

   

--

   

   

595,445

   

   

   

13,969,136

   

Shares issued to shareholders in payment of distributions declared

   

--

   

   

   

--

   

   

10,304

   

   

   

244,284

   

Shares redeemed

   

(4,216,913

)

   

   

(82,484,156

)

   

(4,555,911

)

   

   

(94,381,588

)


NET CHANGE RESULTING FROM CLASS B SHARE TRANSACTIONS

   

4,061,333

   

   

82,411,363

   

   

6,327,736

   

   

145,712,037

   


   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Year Ended October 31

2003

2002

Class C Shares:

   

Shares

   

   

   

Amount

   

   

Shares

   

   

   

Amount

   

Shares sold

   

4,977,090

   

   

$

97,972,143

   

   

3,961,553

   

   

$

86,045,472

   

Shares issued in connection with tax-free transfer of assets from Federated New Economy Fund

   

--

   

   

   

--

   

   

103,705

   

   

   

2,430,851

   

Shares issued to shareholders in payment of distributions declared

   

--

   

   

   

--

   

   

2,962

   

   

   

68,942

   

Shares redeemed

   

(2,245,380

)

   

   

(43,567,314

)

   

(1,100,249

)

   

   

(23,102,269

)


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

   

2,731,710

   

   

54,404,829

   

   

2,967,971

   

   

65,442,996

   


   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Period Ended October 31

20031

2002

Class K Shares:

   

Shares

   

   

   

Amount

   

   

Shares

   

   

   

Amount

   

Shares sold

   

697,561

   

   

$

15,634,866

   

   

--

   

   

   

--

   

Shares redeemed

   

(8,312

)

   

   

(186,137

)

   

--

   

   

   

--

   


NET CHANGE RESULTING FROM CLASS K SHARE TRANSACTIONS

   

689,249

   

   

$

15,448,729

   

   

--

   

   

   

--

   


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

   

35,067,611

   

   

$

711,131,175

   

   

47,116,739

   

   

$

1,064,944,931

   


1 Reflects operations for the period from April 8, 2003 (date of initial public investment) to October 31, 2003.

5. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due in part to capital loss carryforwards and partnership adjustments.

For the year ended October 31, 2003, permanent differences identified and reclassified among the components of net assets were as follows:

Paid-In Capital

  

Undistributed Net
Investment Income

  

Accumulated
Net Realized
Loss

$(10,316,413)

   

$(988,627)

   

$11,305,040


Net investment income, net realized gains (losses), as disclosed on the Statement of Operations, and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the years ended October 31, 2003 and 2002 was as follows:

   

  

2003

  

2002

Ordinary income1

   

$6,248,833

   

$6,051,546


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of October 31, 2003, the components of distributable earnings on a tax basis were as follows:

Undistributed ordinary income

  

$  8,753,231


Unrealized appreciation

   

$241,730,827


Capital loss carryforward

   

$221,665,048


The difference between book-basis and tax-basis net unrealized appreciation is attributable to the tax deferral of losses on wash sales.

At October 31, 2003, the cost of investments for federal tax purposes was $2,678,172,889. The net unrealized appreciation of investments for federal tax purposes was $241,730,827. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $369,476,512 and net unrealized depreciation from investments for those securities having an excess of cost over value of $127,745,685.

At October 31, 2003, the Fund had a capital loss carryforward of $221,665,048, which will reduce the Fund's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal tax. Pursuant to the Code, such capital loss carryforward will expire as follows:

Expiration Year

  

Expiration Amount

2007

   

$  2,806,762


2008

   

14,654,744


2009

   

67,003,334


2010

   

99,195,192


2011

   

38,005,016


As a result of the tax-free transfer of assets from Riggs Stock Fund, Rightime Mid Cap Fund, Rightime Blue Chip Fund, Federated New Economy Fund and FirstMerit Equity Fund certain capital loss carryforwards listed previously may be limited.

6. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated Investment Management Company, the Fund's investment adviser (the "Adviser"), receives for its services an annual investment adviser fee equal to 0.75% of the Fund's average daily net assets. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund may invest in Prime Value Obligations Fund which is managed by the Adviser. The Adviser has agreed to reimburse certain investment adviser fees as a result of these transactions. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $804,558 for the period.

Administrative Fee

Federated Services Company ("FServ"), under the Administrative Services Agreement ("Agreement"), provided the Fund with administrative personnel and services. The fee paid to FServ is based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

  

Average Aggregate Daily
Net Assets of the Federated Funds

0.150%

 

on the first $250 million

0.125%

 

on the next $250 million

0.100%

 

on the next $250 million

0.075%

 

on assets in excess of $750 million

The administrative fee received during any fiscal year shall be at least $125,000 per portfolio and $30,000 per each additional class of Shares.

On August 22, 2003 the Trustees approved a new Agreement. Effective November 1, 2003, Federated Administrative Services ("FAS") will provide the Fund with administrative personnel and services. The fee paid to FAS will be based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

  

Average Aggregate Daily
Net Assets of the Federated Funds

0.150%

 

on the first $5 billion

0.125%

 

on the next $5 billion

0.100%

 

on the next $10 billion

0.075%

 

on assets in excess of $20 billion

The administrative fee received during the fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares.

FServ and FAS may voluntarily choose to waive any portion of their fee. FServ and FAS can modify or terminate this voluntary waiver at any time at their sole discretion.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will compensate Federated Securities Corp., ("FSC"), the principal distributor, from the net assets of the Fund to finance activities intended to result in the sale of the Fund's Shares. The Plan provides that the Fund may incur distribution expenses according to the following schedule annually, to compensate FSC.

Share Class Name

  

Percentage of Average Daily
Net Assets of Class

Class A Shares

 

0.25%

Class B Shares

 

0.75%

Class C Shares

 

0.75%

Class K Shares

 

0.50%

For the year ended October 31, 2003, Class A Shares did not incur a distribution services fee.

FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Sales Charges

For the fiscal year ended October 31, 2003, FSC the principal distributor retained $443,405 in sales charges from the sale of Class A Shares. FSC also retained $15,314 of contingent deferred sales charges relating to redemptions of Class A Shares and $30,013 relating to redemptions of Class C Shares. See "What Do Shares Cost?" in the Prospectus.

Shareholder Services Fee

Under the terms of a Shareholder Services Agreement with Federated Shareholder Services Company ("FSSC"), the Fund will pay FSSC up to 0.25% of average daily net assets of the Fund's Class A, Class B and Class C Shares for the period. The fee paid to FSSC is used to finance certain services for shareholders and to maintain shareholder accounts. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses

FServ, through its subsidiary FSSC, serves as transfer and dividend disbursing agent for the Fund. The fee paid to FSSC is based on the size, type and number of accounts and transactions made by shareholders. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Portfolio Accounting Fees

FServ maintains the Fund's accounting records for which it receives a fee. The fee is based on the level of the Fund's average daily net assets for the period, plus out-of-pocket expenses. FServ may voluntarily choose to waive any portion of its fee. FServ can modify or terminate this voluntary waiver at any time at its sole discretion.

Expense Reduction

The Fund directs certain portfolio trades to brokers that in turn pay a portion of the Fund's operating expenses. For the year ended October 31, 2003, the Fund's expenses were reduced by $55,281 under these arrangements.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

7. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations (and in-kind contributions), for the year ended October 31, 2003, were as follows:

Purchases

  

$1,638,049,315


Sales

   

$  909,569,355


8. LEGAL PROCEEDINGS

In October, 2003, Federated Investors, Inc. and various subsidiaries thereof (collectively, "Federated"), along with various investment companies sponsored by Federated ("Funds") were named as defendants in several class action lawsuits filed in the United States District Court for the Western District of Pennsylvania seeking damages of unspecified amounts. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. Federated and the Funds are reviewing the allegations and will respond appropriately. Additional lawsuits based upon similar allegations may be filed in the future. Although Federated does not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from related regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

9. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended October 31, 2003, the Fund did not designate any long-term capital gain dividends.

For the fiscal year ended October 31, 2003 certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003 (the "Tax Relief Act"). The Fund will designate the amount allowable under the Tax Relief Act as subject to such maximum tax rate. Complete information will be reported in conjunction with your 2003 Form 1099-DIV.

Independent Auditors' Report

TO THE TRUSTEES OF FEDERATED EQUITY FUNDS AND THE SHAREHOLDERS OF FEDERATED CAPITAL APPRECIATION FUND:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Federated Capital Appreciation Fund (the "Fund") as of October 31, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to provide reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of the securities owned at October 31, 2003, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present fairly, in all material respects, the financial position of Federated Capital Appreciation Fund as of October 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts
December 17, 2003

Board of Trustees and Trust Officers

The Board is responsible for managing the Fund's business affairs and for exercising all the Fund's powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Trust. Where required, the tables separately list Board members who are "interested persons" of the Fund (i.e., "Interested" Board members) and those who are not (i.e., "Independent" Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. The Federated Fund Complex consists of 44 investment companies (comprising 138 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex; serves for an indefinite term; and also serves as a Board member of the following investment company complexes: Banknorth Funds--four portfolios; WesMark Funds--five portfolios and Golden Oak® Family of Funds--seven portfolios. The Fund's Statement of Additional Information includes additional information about Fund's Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND

 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s), Other Directorships Held
and Previous Position(s)

John F. Donahue*
Birth Date: July 28, 1924
CHAIRMAN AND TRUSTEE
Began serving: April 1984

 

Principal Occupations: Chairman and Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.

 

 

 


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: January 2000

 

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.

 

 

 


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 1987

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.

 

 

 


* Family relationships and reasons for "interested" status: John F. Donahue is the father of J. Christopher Donahue; both are "interested" due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is "interested" because his son-in-law is employed by the Fund's principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND

 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s),
Other Directorships Held and Previous Position(s)

Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: October 1995

 

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children's Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.

 

 

 


John T. Conroy, Jr.
Birth Date: June 23, 1937
Grubb & Ellis/Investment
Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.

 

 

 


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: February 1998

 

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.

 

 

 


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: January 1999

 

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.

 

 

 


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupation: Director or Trustee of the Federated Fund Complex; Management Consultant.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.

 

 

 


 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s),
Other Directorships Held and Previous Position(s)

Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant; Executive Vice President, DVC Group, Inc. (marketing communications and technology) (prior to 9/1/00).

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University.

 

 

 


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: February 1995

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Consulting Partner, Mollica & Murray.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.

 

 

 


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: April 1984

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Public Relations/Marketing Consultant/Conference Coordinator.

Previous Positions: National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.

 

 

 


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.

 

 

 


OFFICERS

 

 

 


Name
Birth Date
Positions Held with Trust
Date Service Began

  

Principal Occupation(s) and Previous Position(s)

John W. McGonigle
Birth Date: October 26, 1938
EXECUTIVE VICE PRESIDENT
AND SECRETARY
Began serving: April 1984

 

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Executive Vice President, Secretary and Director, Federated Investors, Inc.

 

 

 


Richard J. Thomas
Birth Date: June 17, 1954
TREASURER
Began serving: November 1998

 

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services.

 

 

 


Richard B. Fisher
Birth Date: May 17, 1923
VICE PRESIDENT
Began serving: April 1984

 

Principal Occupations: Vice Chairman or President of some of the Funds in the Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Chairman, Federated Securities Corp.

Previous Positions: President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc. and Director and Chief Executive Officer, Federated Securities Corp.

 

 

 


Stephen F. Auth
Birth Date: September 3, 1956
CHIEF INVESTMENT OFFICER
Began serving: November 2002

 

Principal Occupations: Chief Investment Officer of this Fund and various other Funds in the Federated Fund Complex; Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp., Federated Investment Management Company and Passport Research, Ltd.

Previous Positions: Senior Vice President, Global Portfolio Management Services Division; Senior Vice President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio Manager, Prudential Investments.

 

 

 


Lawrence Auriana
Birth Date: January 8, 1944
VICE PRESIDENT
Began serving: November 2001

 

Lawrence Auriana is Vice President of the Trust. Mr. Auriana joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Auriana was President and Treasurer of Edgemont Asset Management Corp., and Chairman of the Board and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Auriana earned a B.S. in economics from Fordham University and has been engaged in the securities business since 1965.

 

 

 


 

 

 


Name
Birth Date
Positions Held with Trust
Date Service Began

  

Principal Occupation(s) and Previous Position(s)

James E. Grefenstette
Birth Date: November 7, 1962
VICE PRESIDENT
Began serving: November 1998

 

James E. Grefenstette is Vice President of the Trust. Mr. Grefenstette joined Federated in 1992 and has been a Portfolio Manager since 1994. Mr. Grefenstette became a Senior Vice President of the Fund's Adviser in January 2000. He served as a Vice President of the Fund's Adviser from 1996 through 1999 and was an Assistant Vice President of the Fund's Adviser from 1994 until 1996. Mr. Grefenstette is a Chartered Financial Analyst; he received his M.S. in Industrial Administration from Carnegie Mellon University.

 

 

 


Hans P. Utsch
Birth Date: July 3, 1936
VICE PRESIDENT
Began serving: November 2001

 

Hans P. Utsch is Vice President of the Trust. Mr. Utsch joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Utsch was Chairman of the Board and Secretary of Edgemont Asset Management Corp., and President and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Utsch graduated from Amherst College and holds an M.B.A. from Columbia University. He has been engaged in the securities business since 1962.

 

 

 


Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund's prospectus, which contains facts concerning its objective and policies, management fees, expenses and other information.

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-341-7400. This information is also available from the EDGAR database on the SEC's Internet site at http://www.sec.gov.

Federated Investors
World-Class Investment Manager

Federated Capital Appreciation Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
www.federatedinvestors.com

Contact us at 1-800-341-7400 or
www.federatedinvestors.com/contact

Federated Securities Corp., Distributor

Cusip 314172701
Cusip 314172800
Cusip 314172883

Federated is a registered mark of Federated Investors, Inc. 2003 ©Federated Investors, Inc.

G01649-04 (12/03)

 

Federated Investors
World-Class Investment Manager

Federated Technology Fund

Established 1999

A Portfolio of Federated Equity Funds

(formerly, Federated Communications Technology Fund)

5TH ANNUAL SHAREHOLDER REPORT

October 31, 2003

Class A Shares
Class B Shares
Class C Shares

FINANCIAL HIGHLIGHTS
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
BOARD OF TRUSTEES AND OFFICERS
VOTING PROXIES ON FUND PORTFOLIO SECURITIES

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

Year Ended October 31

  

2003

   

  

2002

   

  

2001

   

  

2000

   

  

1999

1

Net Asset Value, Beginning of Period

   

$3.33

   

   

$4.76

   

   

$14.64

   

   

$12.42

   

   

$10.00

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Net operating loss

   

(0.06

)2

   

(0.08

)2

   

(0.11

)2

   

(0.21

)2

   

(0.01

)2

Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions

   

1.69

   

   


(1.35

)

   


(9.77

)

   

2.46

   

   

2.43

   


TOTAL FROM INVESTMENT OPERATIONS

   

1.63

   

   

(1.43

)

   

(9.88

)

   

2.25

   

   

2.42

   


Less Distributions:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Distributions from net realized gain on investments and foreign currency transactions

   

--

   

   

--

   

   

--

   

   

(0.03

)

   

--

   


Net Asset Value, End of Period

   

$4.96

   

   

$3.33

   

   

$4.76

   

   

$14.64

   

   

$12.42

   


Total Return3

   

48.95

%

   

(30.04

)%

   

(67.49

)%

   

18.10

%

   

24.20

%


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Expenses

   

2.01

%4

   

2.04

%4

   

1.67

%

   

1.30

%

   

1.20

%5


Net operating loss

   

(1.66

)%

   

(1.68

)%

   

(1.29

)%

   

(1.13

)%

   

(0.85

)%5


Expense waiver/reimbursement6

   

0.35

%

   

0.12

%

   

0.02

%

   

0.00

%7

   

2.14

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$43,274

   

   

$29,632

   

   

$58,423

   

   

$255,307

   

   

$13,893

   


Portfolio turnover

   

96

%

   

174

%

   

224

%

   

92

%

   

36

%


1 Reflects operations for the period from September 21, 1999 (date of initial public investment) to October 31, 1999.

2 Per share numbers have been calculated using the average share or shares method, which more appropriately represents the per share data for the period since the use of the undistributed income method did not accord with the results of operations.

3 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

4 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements.

5 Computed on an annualized basis.

6 This voluntary expense decrease is reflected in both the expense and the net operating loss ratios shown above.

7 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class B Shares

(For a Share Outstanding Throughout Each Period)

Year Ended October 31

  

2003

   

  

2002

   

  

2001

   

  

2000

   

  

1999

1

Net Asset Value, Beginning of Period

   

$3.25

   

   

$4.68

   

   

$14.53

   

   

$12.42

   

   

$10.00

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Net operating loss

   

(0.09

)2

   

(0.11

)2

   

(0.16

)2

   

(0.34

)2

   

(0.02

)2

Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions

   

1.65

   

   

(1.32

)

   

(9.69

)

   

2.48

   

   

2.44

   


TOTAL FROM INVESTMENT OPERATIONS

   

1.56

   

   

(1.43

)

   

(9.85

)

   

2.14

   

   

2.42

   


Less Distributions:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Distributions from net realized gain on investments and foreign currency transactions

   

--

   

   

--

   

   

--

   

   

(0.03

)

   

--

   


Net Asset Value, End of Period

   

$4.81

   

   

$3.25

   

   

$4.68

   

   

$14.53

   

   

$12.42

   


Total Return3

   

48.00

%

   

(30.56

)%

   

(67.79

)%

   

17.21

%

   

24.20

%


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Expenses

   

2.76

%4

   

2.79

%4

   

2.42

%

   

2.05

%

   

1.95

%5


Net operating loss

   

(2.41

)%

   

(2.43

)%

   

(2.04

)%

   

(1.88

)%

   

(1.60

)%5


Expense waiver/reimbursement6

   

0.35

%

   

0.12

%

   

0.02

%

   

0.00

%7

   

2.14

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$84,252

   

   

$66,179

   

   

$126,320

   

   

$458,094

   

   

$34,771

   


Portfolio turnover

   

96

%

   

174

%

   

224

%

   

92

%

   

36

%


1 Reflects operations for the period from September 21, 1999 (date of initial public investment) to October 31, 1999.

2 Per share numbers have been calculated using the average shares method, which more appropriately represents the per share data for the period since the use of the undistributed income method did not accord with the results of operations.

3 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge if applicable.

4 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements.

5 Computed on an annualized basis.

6 This voluntary expense decrease is reflected in both the expense and the net operating loss ratios shown above.

7 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

Year Ended October 31

  

2003

   

  

2002

   

  

2001

   

  

2000

   

  

1999

1

Net Asset Value, Beginning of Period

   

$3.25

   

   

$4.68

   

   

$14.52

   

   

$12.42

   

   

$10.00

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Net operating loss

   

(0.09

)2

   

(0.11

)2

   

(0.16

)2

   

(0.34

)2

   

(0.02

)2

Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions

   

1.65

   

   

(1.32

)

   

(9.68

)

   

2.47

   

   

2.44

   


TOTAL FROM INVESTMENT OPERATIONS

   

1.56

   

   

(1.43

)

   

(9.84

)

   

2.13

   

   

2.42

   


Less Distributions:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Distributions from net realized gain on investments and foreign currency transactions

   

--

   

   

--

   

   


--

   

   

(0.03

)

   

--

   


Net Asset Value, End of Period

   

$4.81

   

   

$3.25

   

   

$4.68

   

   

$14.52

   

   

$12.42

   


Total Return3

   

48.00

%

   

(30.56

)%

   

(67.77

)%

   

17.13

%

   

24.20

%


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Expenses

   

2.76

%4

   

2.79

%4

   

2.42

%

   

2.05

%

   

1.95

%5


Net operating loss

   

(2.41

)%

   

(2.43

)%

   

(2.04

)%

   

(1.88

)%

   

(1.60

)%5


Expense waiver/reimbursement6

   

0.35

%

   

0.12

%

   

0.02

%

   

0.00

%7

   

2.14

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$16,096

   

   

$13,055

   

   

$25,186

   

   

$99,315

   

   

$7,265

   


Portfolio turnover

   

96

%

   

174

%

   

224

%

   

92

%

   

36

%


1 Reflects operations for the period from September 21, 1999 (date of initial public investment) to October 31, 1999.

2 Per share numbers have been calculated using the average shares method, which more appropriately represents the per share data for the period since the use of the undistributed income method did not accord with the results of operations.

3 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge if applicable.

4 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements.

5 Computed on an annualized basis.

6 This voluntary expense decrease is reflected in both the expense and the net operating loss ratios shown above.

7 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Management's Discussion of Fund Performance

This report covers Federated Technology Fund's fiscal year performance period from November 1, 2002 through October 31, 2003. During this period, the fund produced total returns of 48.95% for Class A Shares, 48.00% for Class B Shares, and 48.00% for Class C Shares based on net asset value (NAV).1

The fund's benchmark, the Nasdaq Composite Index (NCI),2,3 returned 46.04% during the reporting period. The fund's peer groups, as measured by the Merrill Lynch Technology 100 Index (MLT 100)4 and Lipper Science & Technology Funds Average5 category, produced average total returns of 70.20% and 53.47%, respectively, for the same period.

In addition, the fund's NAV increased from $3.33 to $4.96 for Class A Shares, $3.25 to $4.81 for Class B Shares, and $3.25 to $4.81 for Class C Shares.

As mentioned in the Market Overview, although we started the 12-month reporting period by increasing the fund's semiconductor exposure, as the reporting period drew to a close we took profits in semiconductors and increased our exposure to technology hardware and software.

Stocks that most positively contributed to performance over the reporting period were ASM Lithography, Amazon, Scientific-Atlanta, ARM Holdings, and Veritas Software. Those that negatively impacted performance were Activision, Sony, and Infosys.

1 Performance quoted is based on net asset value, reflects past performance and is not indicative of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns for the fund's Class A, B and C Shares, based on offering price (i.e., less any applicable sales charge), were 40.91%, 42.50% and 45.66%, respectively. Current month-end performance information is available at www.federatedinvestors.com or by calling 1-800-341-7400.

2 The NCI is an unmanaged index that measures all Nasdaq domestic and non-U.S. based common stocks listed on the Nasdaq stock market. Investments cannot be made in an index.

3 The fund's investment adviser has changed its reference benchmark to the NCI from the NTI because it is more reflective of the fund's current investment strategy.

4 The MLT 100 Index is an equal-dollar weighted index of 100 stocks designed to measure the performance of a cross section of large, actively traded technology stocks and ADRs. The index was developed with a base value of 200 as of January 30, 1998. Investments cannot be made in an index.

5 Lipper figures represent the average total returns reported by all mutual funds designated by Lipper Inc. as falling into the category indicated. They do not reflect sales charges.

GROWTH OF A $10,000 INVESTMENT--CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Technology Fund (Class A Shares) (the "Fund") from September 21, 1999 (start of performance) to October 31, 2003 compared to the Nasdaq Composite Index (NCI),2,3 the Merrill Lynch Technology 100 Index (MLT 100),2 Nasdaq Telecommunications Index (NTI)2,3 and the Lipper Science & Technology Funds Average (LSTFA).4

Average Annual Total Returns5 for the Period Ended 10/31/2003

  

1 Year

 

40.91%

Start of Performance (9/21/1999)

 

(16.80)%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Fund's performance assumes the reinvestment of all dividends and distributions. The NCI, MLT 100 and the NTI have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The NCI, MLT 100 and NTI are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 The Fund's investment adviser has changed its benchmark index to the NCI from the NTI because it is more reflective of the Fund's current investment strategy.

4 The LSTFA represents the average of the total returns reported by all the mutual funds designated by Lipper, Inc. as falling into the category, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

5 Total returns quoted reflect all applicable sales charges.

GROWTH OF A $10,000 INVESTMENT--CLASS B SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Technology Fund (Class B Shares) (the "Fund") from September 21, 1999 (start of performance) to October 31, 2003 compared to the Nasdaq Composite Index (NCI),2,3 the Merrill Lynch Technology 100 Index (MLT 100),2 Nasdaq Telecommunications Index (NTI)2,3 and the Lipper Science & Technology Funds Average (LSTFA).4

Average Annual Total Returns5 for the Period Ended 10/31/2003

  

1 Year

 

42.50%

Start of Performance (9/21/1999)

 

(16.69)%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund reflects a 2.00% contingent deferred sales charge on any redemption less than five years from the purchase date. The maximum contingent deferred sales charge is 5.50% on any redemption less than one year from the purchase date. The Fund's performance assumes the reinvestment of all dividends and distributions. The NCI, MLT 100 and the NTI have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The NCI, MLT 100 and NTI are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 The Fund's investment adviser has changed its benchmark index to the NCI from the NTI because it is more reflective of the Fund's current investment strategy.

4 The LSTFA represents the average of the total returns reported by all the mutual funds designated by Lipper, Inc. as falling into the category, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

5 Total returns quoted reflect all applicable contingent deferred sales charges.

GROWTH OF A $10,000 INVESTMENT--CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Technology Fund (Class C Shares) (the "Fund") from September 21, 1999 (start of performance) to October 31, 2003 compared to the Nasdaq Composite Index (NCI),2,3 the Merrill Lynch Technology 100 Index (MLT 100),2 Nasdaq Telecommunications Index (NTI)2,3 and the Lipper Science & Technology Funds Average (LSTFA).4

Average Annual Total Returns5 for the Period Ended 10/31/2003

  

1 Year

 

45.66%

Start of Performance (9/21/1999)

 

(16.48)%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. A 1.00% contingent deferred sales charge would be imposed on any redemption less than one year from the purchase date. Effective April 1, 2003, the Fund began to charge a maximum sales charge of 1.00%. The Fund's performance assumes the reinvestment of all dividends and distributions. The NCI, MLT 100 and the NTI have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The NCI, MLT 100 and NTI are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 The Fund's investment adviser has changed its benchmark index to the NCI from the NTI because it is more reflective of the Fund's current investment strategy.

4 The LSTFA represents the average of the total returns reported by all the mutual funds designated by Lipper, Inc. as falling into the category, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

5 Total returns quoted reflect all applicable sales charges and contingent deferred sales charges.

Portfolio of Investments

October 31, 2003

Shares

  

   

  

Value

   

   

   

COMMON STOCKS--96.0%

   

   

   

   

   

   

Consumer Discretionary--5.0%

   

   

   

   

41,600

1

Comcast Corp., Class A

   

$

1,356,992

   

122,000

   

Koninklijke (Royal) Philips Electronics NV, ADR

   

   

3,274,480

   

49,800

   

Walt Disney Co.

   

   

1,127,472

   

25,000

1

eBay, Inc.

   

   

1,398,500

   


   

   

TOTAL

   

   

7,157,444

   


   

   

Healthcare--3.7%

   

   

   

   

24,100

1

Amgen, Inc.

   

   

1,488,416

   

18,000

1

Boston Scientific Corp.

   

   

1,218,960

   

17,700

1

Genentech, Inc.

   

   

1,450,869

   

21,700

   

Guidant Corp.

   

   

1,106,917

   


   

   

TOTAL

   

   

5,265,162

   


   

   

Information Technology--87.3%

   

   

   

   

419,400

1,2

ARM Holdings PLC, ADR

   

   

2,428,326

   

82,200

1,2

ASM Lithography Holding NV

   

   

1,442,610

   

74,000

1

Accenture Ltd.

   

   

1,731,600

   

26,800

   

Adobe System, Inc.

   

   

1,174,912

   

25,300

1

Affiliated Computer Services, Inc., Class A

   

   

1,237,929

   

778,500

1

Agere Systems, Inc., Class A

   

   

2,709,180

   

51,300

1

Agilent Technologies, Inc.

   

   

1,278,396

   

146,300

1

Amdocs Ltd.

   

   

3,139,598

   

80,300

1

Apple Computer, Inc.

   

   

1,838,067

   

60,600

1

Applied Materials, Inc.

   

   

1,416,222

   

102,300

1

BMC Software, Inc.

   

   

1,777,974

   

129,100

1

BearingPoint, Inc.

   

   

1,213,540

   

149,000

1,2

Cadence Design Systems, Inc.

   

   

2,293,110

   

117,800

1

Celestica, Inc.

   

   

1,672,760

   

96,200

1

Check Point Software Technologies Ltd.

   

   

1,634,438

   

79,100

1

Cisco Systems, Inc.

   

   

1,659,518

   

63,400

1

Citrix Systems, Inc.

   

   

1,602,752

   

46,200

1

Cognos, Inc.

   

   

1,592,514

   

81,300

   

Computer Associates International, Inc.

   

   

1,912,176

   

33,200

1

Computer Sciences Corp.

   

   

1,315,384

   

Shares

  

   

  

   

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Information Technology--continued

   

   

   

   

121,000

1

Comverse Technology, Inc.

   

2,182,840

   

121,300

1

Corning, Inc.

   

   

1,331,874

   

50,900

1,2

Cree, Inc.

   

   

903,984

   

23,000

1

Cymer, Inc.

   

   

1,050,180

   

44,700

1

Dell, Inc.

   

   

1,614,564

   

119,000

1

EMC Corp. Mass

   

   

1,646,960

   

12,000

1

Electronic Arts, Inc.

   

   

1,188,480

   

41,100

1

Emulex Corp.

   

   

1,163,952

   

134,700

1,2

Extreme Networks, Inc.

   

   

1,158,420

   

78,300

1

Fairchild Semiconductor International, Inc., Class A

   

   

1,769,580

   

47,900

   

First Data Corp., Class

   

   

1,710,030

   

29,000

   

Harris Corp.

   

   

1,079,380

   

167,000

   

Hewlett-Packard Co.

   

   

3,725,770

   

130,500

1

Informatica Corp.

   

   

1,422,450

   

53,300

   

Intel Corp.

   

   

1,761,565

   

20,100

   

International Business Machines Corp.

   

   

1,798,548

   

37,800

1

Intuit, Inc.

   

   

1,889,244

   

38,300

1

Jabil Circuit, Inc.

   

   

1,066,655

   

84,500

1,2

Juniper Networks, Inc.

   

   

1,520,155

   

25,370

1

KLA-Tencor Corp.

   

   

1,454,462

   

44,600

1

Lexmark International Group, Class A

   

   

3,283,006

   

543,400

1,2

Lucent Technologies, Inc.

   

   

1,738,880

   

34,100

   

Maxim Integrated Products, Inc.

   

   

1,695,111

   

47,400

   

Microchip Technology, Inc.

   

   

1,550,454

   

98,700

   

Micron Technology, Inc.

   

   

1,415,358

   

89,680

   

Microsoft Corp.

   

   

2,345,132

   

67,500

   

Molex, Inc.

   

   

2,118,825

   

158,100

1

Network Associates, Inc.

   

   

2,202,333

   

119,900

   

Nokia Oyj, Class A, ADR

   

   

2,037,101

   

570,500

1

Nortel Networks Corp.

   

   

2,538,725

   

130,300

1

Oracle Corp.

   

   

1,558,388

   

76,300

1

Peoplesoft, Inc.

   

   

1,583,988

   

175,400

1,2

Powerwave Technologies, Inc.

   

   

1,141,854

   

45,500

   

Qualcomm, Inc.

   

   

2,161,250

   

38,200

   

SAP AG (Systeme, Anwendungen, Produkte in der Datenverarbeitung), ADR

   

   

1,395,828

   

Shares

  

   

  

   

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Information Technology--continued

   

   

   

   

129,600

2

STMicroelectronics N.V.

   

3,452,544

   

173,000

1

Sanmina-SCI Corp.

   

   

1,825,150

   

43,700

   

Scientific-Atlanta, Inc.

   

   

1,293,520

   

89,600

2

Seagate Technology

   

   

2,059,008

   

134,000

1

Siebel Systems, Inc.

   

   

1,687,060

   

237,000

1

Solectron Corp.

   

   

1,312,980

   

50,800

1

Storage Technology Corp.

   

   

1,224,280

   

35,240

1

SunGard Data Systems, Inc.

   

   

988,482

   

25,100

1

Symantec Corp.

   

   

1,672,915

   

29,000

1

Synopsys, Inc.

   

   

919,880

   

148,905

1

Taiwan Semiconductor Manufacturing Co., ADR

   

   

1,646,889

   

122,000

1

Tellabs, Inc.

   

   

918,660

   

59,700

1

Teradyne, Inc.

   

   

1,359,966

   

45,100

   

Texas Instruments, Inc.

   

   

1,304,292

   

86,000

1

Unisys Corp.

   

   

1,320,960

   

53,300

1

Veritas Software Corp.

   

   

1,926,795

   

58,300

1,2

Vishay Intertechnology, Inc.

   

   

1,093,125

   

118,000

1

Xerox Corp.

   

   

1,239,000

   

42,350

1

Xilinx, Inc.

   

   

1,342,495

   

36,800

1

Yahoo, Inc.

   

   

1,608,160

   


   

   

TOTAL

   

   

125,472,493

   


   

   

TOTAL COMMON STOCKS (IDENTIFIED COST $105,775,773)

   

   

137,895,099

   


   

   

MUTUAL FUNDS--12.3%3

   

   

   

   

5,858,072

   

Prime Value Obligations Fund, IS Shares (at net asset value)

   

   

5,858,072

   

11,728,582

   

Prime Value Obligations Fund, IS Shares (held as collateral for securities lending)

   

   

11,728,582

   


   

   

TOTAL MUTUAL FUNDS (AT NET ASSET VALUE)

   

   

17,586,654

   


   

   

TOTAL INVESTMENTS--108.3%
(IDENTIFIED COST $123,362,427)4

   

   

155,481,753

   


   

   

OTHER ASSETS AND LIABILITIES -- NET--(8.3)%

   

   

(11,859,174

)


   

   

TOTAL NET ASSETS--100%

   

$

143,622,579

   


1 Non-income producing security.

2 Certain or all shares are temporarily on loan to unaffiliated broker/dealers.

3 Affiliated companies.

4 The cost of investments for federal tax purposes amounts to $129,513,269.

Note: The categories of investments are shown as a percentage of total net assets at October 31, 2003.

The following acronym is used throughout this portfolio:

ADR

--American Depositary Receipt

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

October 31, 2003

Assets:

  

   

   

  

   

   

   

Total investments in securities, at value including $17,586,654 of investment in affiliated issuer and $11,228,249 of securities loaned (identified cost $123,362,427)

   

   

   

   

$

155,481,753

   

Cash

   

   

   

   

   

1,369

   

Income receivable

   

   

   

   

   

18,197

   

Receivable for investments sold

   

   

   

   

   

4,290,021

   

Receivable for shares sold

   

   

   

   

   

122,559

   


TOTAL ASSETS

   

   

   

   

   

159,913,899

   


Liabilities:

   

   

   

   

   

   

   

Payable for investments purchased

   

$

4,084,256

   

   

   

   

Payable for shares redeemed

   

   

268,873

   

   

   

   

Payable on collateral due to broker

   

   

11,728,582

   

   

   

   

Payable for transfer and dividend disbursing agent fees and expenses (Note 5)

   

   

88,323

   

   

   

   

Payable for Directors'/Trustees fees

   

   

583

   

   

   

   

Payable for portfolio accounting fees (Note 5)

   

   

5,900

   

   

   

   

Payable for distribution services fee (Note 5)

   

   

71,909

   

   

   

   

Payable for shareholder services fee (Note 5)

   

   

20,823

   

   

   

   

Accrued expenses

   

   

22,071

   

   

   

   


TOTAL LIABILITIES

   

   

   

   

   

16,291,320

   


Net assets for 29,598,448 shares outstanding

   

   

   

   

$

143,622,579

   


Net Assets Consist of:

   

   

   

   

   

   

   

Paid in capital

   

   

   

   

$

904,197,627

   

Net unrealized appreciation of investments

   

   

   

   

   

32,119,326

   

Accumulated net realized loss on investments and foreign currency transactions

 

 

 

 

 

(792,694,374

)

TOTAL NET ASSETS

   

   

   

   

$

143,622,579

   


Net Asset Value, Offering Price and Redemption Proceeds Per Share

   

   

   

   

   

   

   

Class A Shares:

   

   

   

   

   

   

   

Net asset value per share ($43,274,001 ÷ 8,727,511 shares outstanding)

   

   

   

   

   

$4.96

   


Offering price per share (100/94.50 of $4.96)1

   

   

   

   

   

$5.25

   


Redemption proceeds per share

   

   

   

   

   

$4.96

   


Class B Shares:

   

   

   

   

   

   

   

Net asset value per share ($84,252,153 ÷ 17,522,199 shares outstanding)

   

   

   

   

   

$4.81

   


Offering price per share

   

   

   

   

   

$4.81

   


Redemption proceeds per share (94.50/100 of $4.81)1

   

   

   

   

   

$4.55

   


Class C Shares:

   

   

   

   

   

   

   

Net asset value per share ($16,096,425 ÷ 3,348,738 shares outstanding)

   

   

   

   

   

$4.81

   


Offering price per share (100/99.00 of $4.81)1

   

   

   

   

   

$4.86

   


Redemption proceeds per share (99.00/100 of $4.81)1

   

   

   

   

   

$4.76

   


1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended October 31, 2003

Investment Income:

  

   

   

   

  

   

   

   

  

   

   

   

Dividends (including $85,381 received from affiliated issuer (Note 5) and net of foreign taxes withheld of $13,695)

   

   

   

   

   

   

   

   

   

$

383,669

   

Interest (income on securities loaned)

   

   

   

   

   

   

   

   

   

   

19,278

   


TOTAL INCOME

   

   

   

   

   

   

   

   

   

   

402,947

   


Expenses:

   

   

   

   

   

   

   

   

   

   

   

   

Investment adviser fee (Note 5)

   

   

   

   

   

$

886,003

   

   

   

   

   

Administrative personnel and services fee (Note 5)

   

   

   

   

   

   

185,000

   

   

   

   

   

Custodian fees

   

   

   

   

   

   

12,305

   

   

   

   

   

Transfer and dividend disbursing agent fees and expenses (Note 5)

   

   

   

   

   

   

1,201,910

   

   

   

   

   

Directors'/Trustees' fees

   

   

   

   

   

   

2,279

   

   

   

   

   

Auditing fees

   

   

   

   

   

   

18,887

   

   

   

   

   

Legal fees

   

   

   

   

   

   

4,244

   

   

   

   

   

Portfolio accounting fees (Note 5)

   

   

   

   

   

   

74,488

   

   

   

   

   

Distribution services fee--Class A Shares (Note 5)

   

   

   

   

   

   

87,076

   

   

   

   

   

Distribution services fee--Class B Shares (Note 5)

   

   

   

   

   

   

523,432

   

   

   

   

   

Distribution services fee--Class C Shares (Note 5)

   

   

   

   

   

   

101,344

   

   

   

   

   

Shareholder services fee--Class B Shares (Note 5)

   

   

   

   

   

   

174,477

   

   

   

   

   

Shareholder services fee--Class C Shares (Note 5)

   

   

   

   

   

   

33,782

   

   

   

   

   

Share registration costs

   

   

   

   

   

   

36,262

   

   

   

   

   

Printing and postage

   

   

   

   

   

   

69,078

   

   

   

   

   

Insurance premiums

   

   

   

   

   

   

1,548

   

   

   

   

   

Miscellaneous

   

   

   

   

   

   

2,209

   

   

   

   

   


TOTAL EXPENSES

   

   

   

   

   

   

3,414,324

   

   

   

   

   


Waiver, Reimbursement and Expense Reduction (Note 5):

   

   

   

   

   

   

   

   

   

   

   

   

Waiver/reimbursement of investment adviser fee

   

$

(416,247

)

   

   

   

   

   

   

   

   

Fees paid indirectly from directed brokerage arrangements

   

   

(4,838

)

   

   

   

   

   

   

   

   


TOTAL WAIVER, REIMBURSEMENT AND EXPENSE REDUCTION

   

   

   

   

   

   

(421,085

)

   

   

   

   


Net expenses

   

   

   

   

   

   

   

   

   

   

2,993,239

   


Net operating loss

   

   

   

   

   

   

   

   

   

   

(2,590,292

)


Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions:

   

   

   

   

   

   

   

   

   

   

   

   

Net realized gain on investments and foreign currency transactions

   

   

   

   

   

   

   

   

   

   

2,193,765

   

Net change in unrealized depreciation of investments

   

   

   

   

   

   

   

   

   

   

48,328,266

   


Net realized and unrealized gain on investments and foreign currency transactions

   

   

   

   

   

   

   

   

   

   

50,522,031

   


Change in net assets resulting from operations

   

   

   

   

   

   

   

   

   

$

47,931,739

   


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

 

Year Ended October 31

  

   

2003

   

  

   

2002

   

Increase (Decrease) in Net Assets

   

   

   

   

   

   

   

   

Operations:

   

   

   

   

   

   

   

   

Net operating loss

   

$

(2,590,292

)

   

$

(3,929,369

)

Net realized gain (loss) on investments, futures contracts and foreign currency transactions

   

   

2,193,765

   

   

   

(54,563,176

)

Net change in unrealized appreciation/depreciation of investments

   

   

48,328,266

   

   

   

6,686,362

   


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

   

   

47,931,739

   

   

   

(51,806,183

)


Share Transactions:

   

   

   

   

   

   

   

   

Proceeds from sale of shares

   

   

29,213,488

   

   

   

20,174,752

   

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Large Cap Tech Fund

   

   

--

   

   

   

2,308,251

   

Cost of shares redeemed

   

   

(42,389,565

)

   

   

(71,738,510

)


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

   

   

(13,176,077

)

   

   

(49,255,507

)


Change in net assets

   

   

34,755,662

   

   

   

(101,061,690

)


Net Assets:

   

   

   

   

   

   

   

   

Beginning of period

   

   

108,866,917

   

   

   

209,928,607

   


End of period

   

$

143,622,579

   

   

$

108,866,917

   


See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

October 31, 2003

1. ORGANIZATION

Federated Equity Funds (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end, management investment company. The Trust consists of seven portfolios. The financial statements included herein are only those of Federated Technology Fund (the "Fund"), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder's interest is limited to the portfolio in which shares are held. The Fund offers three classes of shares: Class A Shares, Class B Shares and Class C Shares. The investment objective of the Fund is to achieve capital appreciation.

On December 21, 2001, the Fund received a tax-free transfer of assets from Federated Large Cap Tech Fund as follows:

   

  

Shares of
the Fund
Issued

  

Federated
Large Cap
Tech Fund
Net Assets
Received

  

Unrealized
Appreciation1

  

Net Assets
of Fund
Prior to
Combination

  

Net Assets
of Federated
Large Cap
Tech Fund
Immediately
Prior to
Combination

  

Net Assets
of the Fund
Immediately
After
Combination

Class A

 

155,505

   

$ 839,725

   

$12,605

   

$ 60,828,271

   

$  839,725

   

$ 61,667,996


Class B

 

256,223

   

1,360,541

   

28,827

   

139,771,806

   

1,360,541

   

141,132,347


Class C

 

20,336

   

107,985

   

5,643

   

27,503,270

   

107,985

   

27,611,255


1 Unrealized Appreciation is included in the Federated Large Cap Tech Fund Net Assets Received amount shown above.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles ("GAAP") in the United States of America.

Investment Valuation

Listed equity securities are valued at the last sale price reported on a national securities exchange. Listed corporate bonds are generally valued at the mean of the latest bid and asked price as furnished by an independent pricing service. Short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, which approximates fair market value. Investments in other open-ended regulated investment companies are valued at net asset value. Securities for which no quotations are readily available are valued at fair value as determined in good faith using methods approved by the Board of Trustees (the "Trustees").

Repurchase Agreements

It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement.

The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Trustees. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of collateral securities. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Investment Income, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value. The Fund offers multiple classes of shares, which differ in their respective distribution and service fees. All shareholders bear the common expenses of the Fund based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund's policy to comply with the Subchapter M provision of the Internal Revenue Code (the "Code") and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Foreign Currency Translation

The accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies ("FC") are translated into U.S. dollars based on the rates of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of FCs, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate.

Securities Lending

The Fund participates in a securities lending program providing for the lending of corporate bonds, equity and government securities to qualified brokers. Collateral for securities loaned is invested in an affiliated money market fund. Collateral is maintained at a minimum level of 102% of the market value on investments loaned, plus interest, if applicable. Earnings on collateral are allocated between the securities lending agent, as a fee for its services under the program, and the Fund, according to agreed-upon rates.

As of October 31, 2003, securities subject to this type of arrangement and related collateral were as follows:

Market Value of
Securities Loaned

  

Market Value
of Collateral

$11,228,249

 

$11,728,582


Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis.

3. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value) for each class of shares.

Transactions in shares were as follows:

Year Ended October 31

2003

2002

Class A Shares:

  

Shares

  

Amount

  

Shares

  

Amount

Shares sold

   

5,286,416

   

   

$

20,201,368

   

   

2,069,478

   

   

$

9,378,367

   

Shares issued in connection with the tax-free transfer of assets from Federated Large Cap Tech Fund

   

--

   

   

   

--

   

   

155,505

   

   

   

839,725

   

Shares redeemed

   

(5,468,240

)

   

   

(20,869,328

)

   

(5,592,878

)

   

   

(25,749,049

)


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

   

(181,824

)

   

$

(667,960

)

   

(3,367,895

)

   

$

(15,530,957

)


   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Year Ended October 31

2003

2002

Class B Shares:

Shares

Amount

Shares

Amount

Shares sold

   

1,596,410

   

   

$

6,142,208

   

   

1,499,016

   

   

$

7,217,094

   

Shares issued in connection with the tax-free transfer of assets from Federated Large Cap Tech Fund

   

--

   

   

   

--

   

   

256,223

   

   

   

1,360,541

   

Shares redeemed

   

(4,439,299

)

   

   

(16,347,752

)

   

(8,355,205

)

   

   

(36,296,136

)


NET CHANGE RESULTING FROM CLASS B SHARE TRANSACTIONS

   

(2,842,889

)

   

$

(10,205,544

)

   

(6,599,966

)

   

$

(27,718,501

)


   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Year Ended October 31

2003

2002

Class C Shares:

Shares

Amount

Shares

Amount

Shares sold

   

782,085

   

   

$

2,869,912

   

   

875,928

   

   

$

3,579,291

   

Shares issued in connection with the tax-free transfer of assets from Federated Large Cap Tech Fund

   

--

   

   

   

--

   

   

20,336

   

   

   

107,985

   

Shares redeemed

   

(1,452,212

)

   

   

(5,172,485

)

   

(2,254,182

)

   

   

(9,693,325

)


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

   

(670,127

)

   

$

(2,302,573

)

   

(1,357,918

)

   

$

(6,006,049

)


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

   

(3,694,840

)

   

$

(13,176,077

)

   

(11,325,779

)

   

$

(49,255,507

)


4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due in part to foreign currency and net operating loss.

For the year ended October 31, 2003, permanent differences identified and reclassified among the components of net assets were as follows:

Paid-In Capital

  

Net Operating
Loss

  

Accumulated
Net Realized
Loss

$(2,590,341)

 

$2,590,292

   

$49


Net investment income, net realized gains (losses), as disclosed on the Statement of Operations, and net assets were not affected by this reclassification.

As of October 31, 2003, the components of distributable earnings on a tax basis were as follows:

Unrealized appreciation

  

$ 25,968,484


Capital loss carryforward

   

786,543,532


The difference between book-basis and tax-basis net unrealized appreciation is attributable to wash sales adjustments.

At October 31, 2003, the cost of investments for federal tax purposes was $129,513,269. The net unrealized appreciation of investments for federal tax purposes was $25,968,484. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $28,451,560 and net unrealized depreciation from investments for those securities having an excess of cost over value of $2,483,076.

At October 31, 2003 the Fund had a capital loss carryforward of $786,543,532, which will reduce the Fund's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal tax. Pursuant to the Code, such capital loss carryforward will expire as follows:

Expiration Year

  

Expiration Amount

2008

   

$ 287,810,843


2009

   

$  436,915,943


2010

   

$  59,356,831


2011

   

$  2,459,915


As a result of the tax-free transfer of assets from Federated Large Cap Tech Fund to the Fund, certain capital loss carryforwards listed previously may be limited.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated Investment Management Company, the Fund's investment adviser (the "Adviser"), receives for its services an annual investment adviser fee equal to 0.75% of the Fund's average daily net assets. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund may invest in Prime Value Obligations Fund which is managed by the Adviser. The Adviser has agreed to reimburse certain investment adviser fees as a result of these transactions. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $85,381 for the period.

Administrative Fee

Federated Services Company ("FServ"), under the Administrative Services Agreement ("Agreement"), provided the Fund with administrative personnel and services. The fee paid to FServ is based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

  

Average Aggregate Daily
Net Assets of the Federated Funds

0.150%

 

on the first $250 million

0.125%

 

on the next $250 million

0.100%

 

on the next $250 million

0.075%

 

on assets in excess of $750 million

The administrative fee received during any fiscal year shall be at least $125,000 per portfolio and $30,000 per each additional class of Shares.

On August 22, 2003 the Trustees approved a new Agreement. Effective November 1, 2003, Federated Administrative Services ("FAS") will provide the Fund with administrative personnel and services. The fee paid to FAS will be based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

  

Average Aggregate Daily
Net Assets of the Federated Funds

0.150%

 

on the first $5 billion

0.125%

 

on the next $5 billion

0.100%

 

on the next $10 billion

0.075%

 

on assets in excess of $20 billion

The administrative fee received during the fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares.

FServ and FAS may voluntarily choose to waive any portion of their fee. FServ and FAS can modify or terminate this voluntary waiver at any time at their sole discretion.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will compensate Federated Securities Corp., ("FSC"), the principal distributor, from the net assets of the Fund to finance activities intended to result in the sale of the Fund's Shares. The Plan provides that the Fund may incur distribution expenses according to the following schedule annually, to compensate FSC.

Share Class Name

  

Percentage of Average
Daily Net Assets of Class

Class A Shares

 

0.25%

Class B Shares

 

0.75%

Class C Shares

 

0.75%

FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Sales Charges

For the fiscal year ended October 31, 2003, FSC the principal distributor retained $11,243 in sales charges from the sale of Class A Shares. FSC also retained $7,571 of contingent deferred sales charges relating to redemptions of Class C Shares. See "What Do Shares Cost?" in the Prospectus.

Shareholder Services Fee

Under the terms of a Shareholder Services Agreement with Federated Shareholder Services Company ("FSSC"), the Fund will pay FSSC up to 0.25% of average daily net assets of the Fund's Class B and Class C Shares for the period. The fee paid to FSSC is used to finance certain services for shareholders and to maintain shareholder accounts. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses

FServ, through its subsidiary FSSC, serves as transfer and dividend disbursing agent for the Fund. The fee paid to FSSC is based on the size, type and number of accounts and transactions made by shareholders. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Portfolio Accounting Fees

FServ maintains the Fund's accounting records for which it receives a fee. The fee is based on the level of the Fund's average daily net assets for the period, plus out-of-pocket expenses. FServ may voluntarily choose to waive any portion of its fee. FServ can modify or terminate this voluntary waiver at any time at its sole discretion.

Expense Reduction

The Fund directs certain portfolio trades to brokers that in turn pay a portion of the Fund's operating expenses. For the year ended October 31, 2003, the Fund's expenses were reduced by $4,838 under these arrangements.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations (and in-kind contributions), for the year ended October 31, 2003, were as follows:

Purchases

  

$ 106,880,224


Sales

 

$ 121,637,235


7. CONCENTRATION OF CREDIT RISK

The Fund may invest a portion of its assets in securities of companies that are deemed by the Fund's management to be classified in similar business sectors. The economic developments within a particular sector may have an adverse effect on the ability of issuers to meet their obligations. Additionally, economic developments may have an effect on the liquidity and volatility of the portfolio securities.

8. LEGAL PROCEEDINGS

In October, 2003, Federated Investors, Inc. and various subsidiaries thereof (collectively, "Federated"), along with various investment companies sponsored by Federated ("Funds") were named as defendants in several class action lawsuits filed in the United States District Court for the Western District of Pennsylvania seeking damages of unspecified amounts. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. Federated and the Funds are reviewing the allegations and will respond appropriately. Additional lawsuits based upon similar allegations may be filed in the future. Although Federated does not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from related regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

9. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended October 31, 2003, the Fund did not designate any long-term capital gain dividends.

Independent Auditors' Report

TO THE TRUSTEES OF FEDERATED EQUITY FUNDS AND THE SHAREHOLDERS OF FEDERATED TECHNOLOGY FUND:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Federated Technology Fund (the "Fund") as of October 31, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for the years ended October 31, 2003 and 2002, and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to provide reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of the securities owned at October 31, 2003, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present fairly, in all material respects, the financial position of Federated Technology Fund as of October 31, 2003, the results of its operations, the changes in its net assets and its financial highlights for the respective stated periods in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts
December 17, 2003

Board of Trustees and Trust Officers

The Board is responsible for managing the Fund's business affairs and for exercising all the Fund's powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Trust. Where required, the tables separately list Board members who are "interested persons" of the Fund (i.e., "Interested" Board members) and those who are not (i.e., "Independent" Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. The Federated Fund Complex consists of 44 investment companies (comprising 138 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex; serves for an indefinite term; and also serves as a Board member of the following investment company complexes: Banknorth Funds--four portfolios; WesMark Funds--five portfolios and Golden Oak® Family of Funds--seven portfolios. The Fund's Statement of Additional Information includes additional information about Fund's Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND

 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s), Other Directorships Held
and Previous Position(s)

John F. Donahue*
Birth Date: July 28, 1924
CHAIRMAN AND TRUSTEE
Began serving: April 1984

 

Principal Occupations: Chairman and Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.

 

 

 


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: January 2000

 

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.

 

 

 


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 1987

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.

 

 

 


* Family relationships and reasons for "interested" status: John F. Donahue is the father of J. Christopher Donahue; both are "interested" due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is "interested" because his son-in-law is employed by the Fund's principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND

 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s),
Other Directorships Held and Previous Position(s)

Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: October 1995

 

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children's Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.

 

 

 


John T. Conroy, Jr.
Birth Date: June 23, 1937
Grubb & Ellis/Investment
Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.

 

 

 


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: February 1998

 

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.

 

 

 


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: January 1999

 

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.

 

 

 


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupation: Director or Trustee of the Federated Fund Complex; Management Consultant.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.

 

 

 


 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s),
Other Directorships Held and Previous Position(s)

Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant; Executive Vice President, DVC Group, Inc. (marketing communications and technology) (prior to 9/1/00).

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University.

 

 

 


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: February 1995

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Consulting Partner, Mollica & Murray.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.

 

 

 


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: April 1984

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Public Relations/Marketing Consultant/Conference Coordinator.

Previous Positions: National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.

 

 

 


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.

 

 

 


OFFICERS

 

 

 


Name
Birth Date
Positions Held with Trust
Date Service Began

  

Principal Occupation(s) and Previous Position(s)

John W. McGonigle
Birth Date: October 26, 1938
EXECUTIVE VICE PRESIDENT
AND SECRETARY
Began serving: April 1984

 

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Executive Vice President, Secretary and Director, Federated Investors, Inc.

 

 

 


Richard J. Thomas
Birth Date: June 17, 1954
TREASURER
Began serving: November 1998

 

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services.

 

 

 


Richard B. Fisher
Birth Date: May 17, 1923
VICE PRESIDENT
Began serving: April 1984

 

Principal Occupations: Vice Chairman or President of some of the Funds in the Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Chairman, Federated Securities Corp.

Previous Positions: President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc. and Director and Chief Executive Officer, Federated Securities Corp.

 

 

 


Stephen F. Auth
Birth Date: September 3, 1956
CHIEF INVESTMENT OFFICER
Began serving: November 2002

 

Principal Occupations: Chief Investment Officer of this Fund and various other Funds in the Federated Fund Complex; Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp., Federated Investment Management Company and Passport Research, Ltd.

Previous Positions: Senior Vice President, Global Portfolio Management Services Division; Senior Vice President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio Manager, Prudential Investments.

 

 

 


Lawrence Auriana
Birth Date: January 8, 1944
VICE PRESIDENT
Began serving: November 2001

 

Lawrence Auriana is Vice President of the Trust. Mr. Auriana joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Auriana was President and Treasurer of Edgemont Asset Management Corp., and Chairman of the Board and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Auriana earned a B.S. in economics from Fordham University and has been engaged in the securities business since 1965.

 

 

 


 

 

 


Name
Birth Date
Positions Held with Trust
Date Service Began

  

Principal Occupation(s) and Previous Position(s)

James E. Grefenstette
Birth Date: November 7, 1962
VICE PRESIDENT
Began serving: November 1998

 

James E. Grefenstette is Vice President of the Trust. Mr. Grefenstette joined Federated in 1992 and has been a Portfolio Manager since 1994. Mr. Grefenstette became a Senior Vice President of the Fund's Adviser in January 2000. He served as a Vice President of the Fund's Adviser from 1996 through 1999 and was an Assistant Vice President of the Fund's Adviser from 1994 until 1996. Mr. Grefenstette is a Chartered Financial Analyst; he received his M.S. in Industrial Administration from Carnegie Mellon University.

 

 

 


Hans P. Utsch
Birth Date: July 3, 1936
VICE PRESIDENT
Began serving: November 2001

 

Hans P. Utsch is Vice President of the Trust. Mr. Utsch joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Utsch was Chairman of the Board and Secretary of Edgemont Asset Management Corp., and President and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Utsch graduated from Amherst College and holds an M.B.A. from Columbia University. He has been engaged in the securities business since 1962.

 

 

 


Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund's prospectus, which contains facts concerning its objective and policies, management fees, expenses and other information.

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-341-7400. This information is also available from the EDGAR database on the SEC's Internet site at http//www.sec.gov.

Federated Investors
World-Class Investment Manager

Federated Technology Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
www.federatedinvestors.com

Contact us at 1-800-341-7400 or
www.federatedinvestors.com/contact

Federated Securities Corp., Distributor

Cusip 314172818
Cusip 314172792
Cusip 314172784

Federated is a registered mark of Federated Investors, Inc. 2003 ©Federated Investors, Inc.

G02681-04 (12/03)

 

[Logo of Federated Investors]

Federated Growth Strategies Fund

Established 1984

A Portfolio of Federated Equity Funds

19TH ANNUAL SHAREHOLDER REPORT

October 31, 2003

CLASS A SHARES
CLASS B SHARES
CLASS C SHARES

FINANCIAL HIGHLIGHTS
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
BOARD OF TRUSTEES AND TRUST OFFICERS
VOTING PROXIES ON FUND PORTFOLIO SECURITIES

Financial Highlights -- Class A Shares

(For a Share Outstanding Throughout Each Period)

Year Ended October 31

   

2003

   

   

2002

   

   

2001

   

   

2000

   

   

1999

   

Net Asset Value, Beginning of Period

 

$19.02

   

 

$23.34

   

 

$40.66

   

 

$37.70

   

 

$23.53

   

Income From Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating loss

 

(0.18

)1

 

(0.13

)1

 

(0.15

)1

 

(0.33

)1

 

(0.25

)1

Net realized and unrealized gain (loss) on
investments and foreign currency transactions

 

6.30

 

 

(4.19

)

 

(14.48

)

 

7.62

 

 

14.42

 


TOTAL FROM INVESTMENT OPERATIONS

 

6.12

 

 

(4.32

)

 

(14.63

)

 

7.29

 

 

14.17

 


Less Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions from net realized gain on investments

 

--

 

 

--

 

 

(2.69

)

 

(4.33

)

 

--

 


Net Asset Value, End of Period

 

$25.14

   

 

$19.02

   

 

$23.34

   

 

$40.66

   

 

$37.70

   


Total Return2

 

32.18

%

 

(18.51

)%

 

(38.31

)%

 

20.47

%

 

60.22

%


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Expenses

 

1.39

%3

 

1.34

%3

 

1.27

%

 

1.20

%

 

1.24

%


Net operating loss

 

(0.86

)%

 

(0.56

)%

 

(0.51

)%

 

(0.76

)%

 

(0.80

)%


Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Net assets, end of period (000 omitted)

 

$504,998

 

 

$439,072

 

 

$665,021

 

 

$1,216,669

 

 

$776,828

 


Portfolio turnover

 

181

%

 

207

%

 

211

%

 

115

%

 

125

%


1 Per share numbers have been calculated using the average shares method, which more appropriately represents the per share data for the period since the use of the undistributed income method did not accord with the results of operations.

2 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

3 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratios are 1.36% and 1.32% after taking into account these expense reductions for the years ended October 31, 2003 and 2002, respectively.

See Notes which are an integral part of the Financial Statements

Financial Highlights -- Class B Shares

(For a Share Outstanding Throughout Each Period)

Year Ended October 31

   

2003

   

    

2002

   

   

2001

   

   

2000

   

   

1999

   

Net Asset Value, Beginning of Period

 

$17.80

   

 

$22.02

   

 

$38.79

   

 

$36.38

   

 

$22.88

   

Income From Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating loss

 

(0.31

)1

 

(0.28

)1

 

(0.35

)1

 

(0.63

)1

 

(0.47

)1

Net realized and unrealized gain (loss) on
investments and foreign currency transactions

 

5.87

 

 

(3.94

)

 

(13.73

)

 

7.37

 

 

13.97

 


TOTAL FROM INVESTMENT OPERATIONS

 

5.56

 

 

(4.22

)

 

(14.08

)

 

6.74

 

 

13.50

 


Less Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions from net realized gain on investments

 

--

 

 

--

 

 

(2.69

)

 

(4.33

)

 

--

 


Net Asset Value, End of Period

 

$23.36

   

 

$17.80

   

 

$22.02

   

 

$38.79

   

 

$36.38

   


Total Return2

 

31.24

%

 

(19.16

)%

 

(38.77

)%

 

19.61

%

 

59.00

%


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Expenses

 

2.14

%3

 

2.09

%3

 

2.02

%

 

1.95

%

 

1.99

%


Net operating loss

 

(1.61

)%

 

(1.31

)%

 

(1.26

)%

 

(1.50

)%

 

(1.55

)%


Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Net assets, end of period (000 omitted)

 

$162,097

 

 

$147,013

 

 

$237,630

 

 

$425,398

 

 

$177,091

 


Portfolio turnover

 

181

%

 

207

%

 

211

%

 

115

%

 

125

%


1 Per share numbers have been calculated using the average shares method, which more appropriately represents the per share data for the period since the use of the undistributed income method did not accord with the results of operations.

2 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

3 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratios are 2.11% and 2.07% after taking into account these expense reductions for the years ended October 31, 2003 and 2002, respectively.

See Notes which are an integral part of the Financial Statements

Financial Highlights -- Class C Shares

(For a Share Outstanding Throughout Each Period)

Year Ended October 31

   

2003

   

    

2002

   

   

2001

   

    

2000

   

   

1999

   

Net Asset Value, Beginning of Period

 

$17.98

   

 

$22.23

   

 

$39.14

   

 

$36.62

   

 

$23.02

   

Income From Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating loss

 

(0.31

)1

 

(0.28

)1

 

(0.35

)1

 

(0.62

)1

 

(0.47

)1

Net realized and unrealized gain (loss) on
investments and foreign currency transactions

 

5.92

 

 

(3.97

)

 

(13.87

)

 

7.47

 

 

14.07

 


TOTAL FROM INVESTMENT OPERATIONS

 

5.61

 

 

(4.25

)

 

(14.22

)

 

6.85

 

 

13.60

 


Less Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions from net realized gain on investments

 

--

 

 

--

 

 

(2.69

)

 

(4.33

)

 

--

 


Net Asset Value, End of Period

 

$23.59

   

 

$17.98

   

 

$22.23

   

 

$39.14

   

 

$36.62

   


Total Return2

 

31.20

%

 

(19.12

)%

 

(38.78

)%

 

19.81

%

 

59.08

%


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Expenses

 

2.14

%3

 

2.09

%3

 

2.02

%

 

1.93

%

 

1.97

%


Net operating loss

 

(1.61

)%

 

(1.31

)%

 

(1.26

)%

 

(1.48

)%

 

(1.53

)%


Expense waiver/reimbursement4

 

--

 

 

--

 

 

0.00

%5

 

0.02

%

 

0.02

%


Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Net assets, end of period (000 omitted)

 

$35,472

 

 

$30,194

 

 

$46,173

 

 

$73,385

 

 

$30,096

 


Portfolio turnover

 

181

%

 

207

%

 

211

%

 

115

%

 

125

%


1 Per share numbers have been calculated using the average shares method, which more appropriately represents the per share data for the period since the use of the undistributed income method did not accord with the results of operations.

2 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

3 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratios are 2.11% and 2.07% after taking into account these expense reductions for the years ended October 31, 2003 and 2002, respectively.

4 This expense decrease is reflected in both the expense and the net operating loss ratios shown above.

5 Represents less than 0.01%

See Notes which are an integral part of the Financial Statements

Management's Discussion of Fund Performance

For the fiscal year ended October 31, 2003, the fund's Class A, B and C Shares produced total returns of 32.18%, 31.24% and 31.20%, respectively, based on net asset value.1 These returns outperformed the 28.26% average return for the fund's peers in the Lipper Multi-Cap Growth Fund2 average.

Contrary to last year, where a defensive posture aided performance, we believe that the fund outperformed its peers this year by taking a more aggressive position than its peers. This means that the fund owned stocks that were more sensitive to the development of an economic recovery. These types of stocks increasingly captured investors' attention as the direction of the outcome of the war with Iraq became more obvious.

From a sector perspective, the primary drivers to the outperformance were the strong, broad performance of our Information Technology holdings, led by the semiconductor and communication equipment industries; our Finance stocks, driven by investment banks and regional banks; and, the positive relative return generated by our Consumer Discretionary positions, led by retail and media stocks.

The areas of biggest negative relative performance occurred in the Energy sector, specifically the oil service industry, which failed to experience the expected strong spending by the multi-national oil companies; and the Industrials sector, where the portfolio's underweight in the very cyclical, and usually much smaller capitalized, business services industry hurt, as these stocks performed very well.

Securities contributing most positively to the fund overall during this period included two fast-growing Consumer Discretionary stocks: Amazon.com , which continues to grow its net-based retail franchise, and XM Satellite Radio , the leader in the burgeoning satellite-fed digital radio business. The portfolio also benefited from two Information Technology holding, whose share prices more than doubled this year: Foundry Networks , which is seeing a rebound in its communications infrastructure sales, and ASM Holdings , which is benefiting from strength in the semiconductor capital equipment area. Those that had a negative impact to the fund included: Tenet Healthcare , which had its billing practices questioned, Time Warner , hurt by its weakening AOL division, and Network Associates , relating to a missed sales projections.

1 Performance quoted is based on net asset value, reflects past performance and is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Total returns for the period, based on offering price (i.e., less any applicable sales charge), for Class A, B, and C Shares were 24.89%, 25.74%, and 28.91%, respectively.

2 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the category indicated. Lipper returns do not take sales charges into account.

GROWTH OF A $10,000 INVESTMENT -- CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Growth Strategies Fund (Class A Shares) (the "Fund") from October 31, 1993 to October 31, 2003 compared to the Russell Mid-Cap Growth Index (RMCGI),2,3 the Standard and Poor's 500 Index (S&P 500)2,3 and the Lipper Multi-Cap Growth Fund Average (LMCGFA).4

Average Annual Total Returns5 for the Period Ended 10/31/2003

    

   

   

1 Year

 

24.89

%

5 Years

 

3.92

%

10 Years

 

8.49

%

Start of Performance (8/23/1984)

 

12.24

%

GROWTH OF $10,000 AS OF OCTOBER 31, 2003

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund with no sales charge. As of August 15, 1995, the maximum sales charge was 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Fund's performance assumes the reinvestment of all dividends and distributions. The RMCGI and the S&P 500 have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The RMCGI and the S&P 500 are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 The Fund's investment adviser has changed its benchmark index to the RMCGI from the S&P 500 because it is more reflective of the Fund's current investment strategy.

4 The LMCGFA represents the average of the total returns reported by all the mutual funds designated by Lipper, Inc., as falling into the category, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

5 Total returns quoted reflect all applicable sales charges.

GROWTH OF A $10,000 INVESTMENT -- CLASS B SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Growth Strategies Fund (Class B Shares) (the "Fund") from August 16, 1995 (start of performance) to October 31, 2003 compared to the Russell Mid-Cap Growth Index (RMCGI),2,3 the Standard and Poor's 500 Index (S&P 500)2,3 and the Lipper Multi-Cap Growth Fund Average (LMCGFA).4

Average Annual Total Returns5 for the Period Ended 10/31/2003

   

1 Year

    

25.74

%

5 Years

 

3.98

%

Start of Performance (8/16/1995)

 

8.51

%

GROWTH OF $10,000 AS OF OCTOBER 31, 2003

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured .

1 Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund does not reflect a contingent deferred sales charge on any redemption over seven years from the purchase date. The maximum contingent sales charge is 5.50% on any redemption less than one year from the purchase date. The Fund's performance assumes the reinvestment of all dividends and distributions. The RMCGI and the S&P 500 have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The RMCGI and the S&P 500 are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 The Fund's investment adviser has changed its benchmark index to the RMCGI from the S&P 500 because it is more reflective of the Fund's current investment strategy.

4 The LMCGFA represents the average of the total returns reported by all the mutual funds designated by Lipper, Inc., as falling into the category, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

5 Total returns quoted reflect all applicable contingent deferred sales charges.

GROWTH OF A $10,000 INVESTMENT -- CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Growth Strategies Fund (Class C Shares) (the "Fund") from August 16, 1995 (start of performance) to October 31, 2003 compared to the Russell Mid-Cap Growth Index (RMCGI)2,3 the Standard and Poor's 500 Index (S&P 500)2,3 and the Lipper Multi-Cap Growth Fund Average (LMCGFA).4

Average Annual Total Returns5 for the Period Ended 10/31/2003

   

   

1 Year

 

28.91%

5 Years

 

4.16%

Start of Performance (8/16/1995)

 

8.45%

GROWTH OF $10,000 AS OF OCTOBER 31, 2003

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. A 1.00% contingent deferred sales charge would be applied to any redemption less than one year from the purchase date. Effective April 1, 2003, the Fund began to charge a maximum sales charge of 1.00%. The Fund's performance assumes the reinvestment of all dividends and distributions. The RMCGI and the S&P 500 have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The RMCGI and the S&P 500 are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 The Fund's investment adviser has changed its benchmark index to RMCGI from the S&P 500 because it is more reflective of the Fund's current investment strategy.

4 The LMCGFA represents the average of the total returns reported by all the mutual funds designated by Lipper, Inc., as falling into the category, and is not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a mutual fund's performance.

5 Total returns quoted reflect all applicable sales charges and contingent deferred sales charges.

Portfolio of Investments

October 31, 2003

Shares

   

 

   

   

 

Value

 

 

 

 

COMMON STOCKS--98.5%

 

 

 

 

 

 

 

 

Consumer Discretionary--23.8%

   

 

 

 

 

60,000

 

1

Advance Auto Parts, Inc.

 

$

4,693,200

 

 

126,200

 

1

Amazon.com, Inc.

 

 

6,867,804

 

 

54,000

 

1,2

AutoZone, Inc.

 

 

5,189,400

 

 

137,905

 

1

Bed Bath & Beyond, Inc.

 

 

5,825,107

 

 

131,900

 

1,2

CarMax, Inc.

 

 

4,156,169

 

 

68,700

 

 

Centex Corp.

 

 

6,698,250

 

 

110,200

 

1

Chicos Fas, Inc.

 

 

4,136,908

 

 

92,800

 

1

Choice Hotels International, Inc.

 

 

3,064,256

 

 

178,100

 

 

Claire's Stores, Inc.

 

 

6,892,470

 

 

115,100

 

1

Coach, Inc.

 

 

4,082,597

 

 

119,600

 

1

Comcast Corp., Class A

 

 

3,901,352

 

 

158,500

 

1

EchoStar Communications Corp., Class A

 

 

6,073,720

 

 

82,300

 

 

Family Dollar Stores, Inc.

 

 

3,589,103

 

 

136,900

 

 

Gtech Holdings Corp.

 

 

6,116,692

 

 

302,600

 

1,2

Hollywood Entertainment Corp.

 

 

4,599,520

 

 

245,600

 

 

International Game Technology

 

 

8,043,400

 

 

93,900

 

 

KB HOME

 

 

6,431,211

 

 

160,600

 

 

Koninklijke (Royal) Philips Electronics NV, ADR

 

 

4,310,504

 

 

85,700

 

1,2

Leapfrog Enterprises, Inc.

 

 

2,962,649

 

 

68,700

 

2

Lennar Corp., Class A

 

 

6,310,095

 

 

87,900

 

2

Mandalay Resort Group

 

 

3,450,075

 

 

10,900

 

1

NVR, Inc.

 

 

5,334,460

 

 

267,700

 

 

PETsMART, Inc.

 

 

6,855,797

 

 

80,800

 

 

Pulte Homes, Inc.

 

 

6,990,008

 

 

211,100

 

1

Staples, Inc.

 

 

5,661,702

 

 

135,080

 

1

Starbucks Corp.

 

 

4,268,528

 

 

156,100

 

 

Station Casinos, Inc.

 

 

4,643,975

 

 

149,300

 

1,2

Tractor Supply Co.

 

 

6,257,163

 

 

130,325

 

1,2

Univision Communications, Inc., Class A

 

 

4,424,534

 

 

155,900

 

 

Walt Disney Co.

 

 

3,529,576

 

 

593,500

 

1,2

XM Satellite Radio Holdings, Inc., Class A

 

 

12,024,310

 


 

 

 

 

TOTAL

 

 

167,384,535

 


Shares

 

 

   

   

 

Value

 

 

 

 

COMMON STOCKS--continued

 

 

 

 

 

 

 

 

Consumer Staples--1.7%

   

 

 

 

 

50,600

 

 

Avon Products, Inc.

 

$

3,438,776

 

 

1,472,500

 

1,2

Rite Aid Corp.

 

 

8,437,425

 


 

 

 

 

TOTAL

 

 

11,876,201

 


 

 

 

 

Energy--3.3%

 

 

 

 

 

112,800

 

 

EOG Resources, Inc.

 

 

4,753,392

 

 

128,300

 

1

FMC Technologies, Inc.

 

 

2,576,264

 

 

185,600

 

 

Halliburton Co.

 

 

4,432,128

 

 

284,600

 

1,2

Key Energy Services, Inc.

 

 

2,484,558

 

 

76,300

 

 

Pogo Producing Co.

 

 

3,190,103

 

 

235,033

 

 

XTO Energy, Inc.

 

 

5,563,231

 


 

 

 

 

TOTAL

 

 

22,999,676

 


 

 

 

 

Financials--8.7%

 

 

 

 

 

295,200

 

2

Amvescap PLC, ADR

 

 

4,649,400

 

 

54,100

 

 

Bear Stearns Cos., Inc.

 

 

4,125,125

 

 

78,400

 

 

Capital One Financial Corp.

 

 

4,766,720

 

 

46,500

 

 

Countrywide Financial Corp.

 

 

4,888,080

 

 

468,800

 

1

E*Trade Financial Corp.

 

 

4,828,640

 

 

241,600

 

1

First Marblehead Corp.

 

 

5,351,440

 

 

39,400

 

 

Goldman Sachs Group, Inc.

 

 

3,699,660

 

 

68,700

 

 

Legg Mason, Inc.

 

 

5,719,275

 

 

62,400

 

 

Merrill Lynch & Co., Inc.

 

 

3,694,080

 

 

112,800

 

 

Morgan Stanley

 

 

6,189,336

 

 

126,132

 

2

New York Community Bancorp, Inc.

 

 

4,565,978

 

 

479,800

 

1

Providian Financial Corp.

 

 

5,330,578

 

 

69,500

 

 

Redwood Trust, Inc.

 

 

3,447,200

 


 

 

 

 

TOTAL

 

 

61,255,512

 


 

 

 

 

Healthcare--17.4%

   

 

 

 

 

94,300

 

 

Aetna, Inc.

 

 

5,413,763

 

 

49,900

 

 

Allergan, Inc.

 

 

3,773,438

 

 

63,100

 

1

Amgen, Inc.

 

 

3,897,056

 

 

100,200

 

1,2

Angiotech Pharmaceuticals, Inc.

 

 

4,582,146

 

 

45,500

 

1

Anthem, Inc.

 

 

3,113,565

 

 

105,700

 

1

Boston Scientific Corp.

 

 

7,158,004

 

 

106,500

 

1

Coventry Health Care, Inc.

 

 

5,830,875

 

 

194,800

 

1

Forest Laboratories, Inc., Class A

 

 

9,741,948

 

 

68,500

 

1

Genentech, Inc.

 

 

5,614,945

 

 

103,100

 

1

Gilead Sciences, Inc.

 

 

5,627,198

 

 

73,000

 

 

Guidant Corp.

 

 

3,723,730

 

Shares

 

 

   

   

 

Value

 

 

 

 

COMMON STOCKS--continued

 

 

 

 

 

 

 

 

Healthcare--continued

   

 

 

 

 

172,500

 

1

Health Net, Inc.

 

$

5,449,275

 

 

58,300

 

1

Invitrogen Corp.

 

 

3,707,297

 

 

55,500

 

2

Medicis Pharmaceutical Corp., Class A

 

 

3,515,925

 

 

151,500

 

2

Mentor Corp.

 

 

3,067,875

 

 

275,100

 

 

Mylan Laboratories, Inc.

 

 

6,643,665

 

 

67,800

 

1

Neurocrine Biosciences, Inc.

 

 

3,175,074

 

 

140,400

 

1

PacifiCare Health Systems, Inc.

 

 

8,353,800

 

 

67,800

 

1

Pharmaceutical Resources, Inc.

 

 

4,900,584

 

 

244,800

 

1

SICOR, Inc.

 

 

6,560,640

 

 

58,600

 

 

Teva Pharmaceutical Industries Ltd., ADR

 

 

3,333,754

 

 

80,700

 

 

UnitedHealth Group, Inc.

 

 

4,106,016

 

 

111,800

 

 

Varian Medical Systems, Inc.

 

 

7,148,492

 

 

59,500

 

1

Zimmer Holdings, Inc.

 

 

3,796,695

 


 

 

 

 

TOTAL

 

 

122,235,760

 


 

 

 

 

Industrials--9.1%

   

 

 

 

 

427,200

 

1

Allied Waste Industries, Inc.

 

 

4,818,816

 

 

51,200

 

1

Apollo Group, Inc., Class A

 

 

3,252,736

 

 

173,900

 

1,2

Continental Airlines, Inc., Class B

 

 

3,321,490

 

 

115,300

 

1

Corinthian Colleges, Inc.

 

 

7,139,376

 

 

99,800

 

1

Corporate Executive Board Co.

 

 

5,090,798

 

 

88,100

 

 

Expeditors International Washington, Inc.

 

 

3,307,274

 

 

158,900

 

1

Hunt (J.B.) Transportation Services, Inc.

 

 

4,032,882

 

 

81,200

 

 

Parker-Hannifin Corp.

 

 

4,138,764

 

 

258,675

 

 

Republic Services, Inc.

 

 

6,014,194

 

 

219,500

 

 

Rockwell Automation, Inc.

 

 

6,815,475

 

 

128,700

 

1

Stericycle, Inc.

 

 

5,943,366

 

 

62,300

 

1

University of Phoenix Online

 

 

4,283,748

 

 

299,500

 

 

Werner Enterprises, Inc.

 

 

5,402,980

 


 

 

 

 

TOTAL

 

 

63,561,899

 


 

 

 

 

Information Technology--30.0%

   

 

 

 

 

1,222,314

 

1

3Com Corp.

 

 

8,800,661

 

 

1,296,600

 

1

ADC Telecommunications, Inc.

 

 

3,306,330

 

 

1,019,500

 

1,2

ARM Holdings PLC, ADR

 

 

5,902,905

 

 

388,200

 

1,2

ASM Lithography Holding NV

 

 

6,812,910

 

 

145,500

 

 

Adobe System, Inc.

 

 

6,378,720

 

 

65,100

 

1

Affiliated Computer Services, Inc., Class A

 

 

3,185,343

 

 

1,666,200

 

1,2

Agere Systems, Inc., Class A

 

 

5,798,376

 

 

173,600

 

1

Applied Materials, Inc.

 

 

4,057,032

 

Shares

 

 

   

   

 

Value

 

 

 

 

COMMON STOCKS--continued

 

 

 

 

 

 

 

 

Information Technology--continued

   

 

 

 

 

313,400

 

1

Avaya, Inc.

 

$

4,055,396

 

 

259,800

 

1

Cadence Design Systems, Inc.

 

 

3,998,322

 

 

248,290

 

1

Cisco Systems, Inc.

 

 

5,209,124

 

 

208,000

 

1

Citrix Systems, Inc.

 

 

5,258,240

 

 

183,800

 

 

Computer Associates International, Inc.

 

 

4,322,976

 

 

651,400

 

1

Corning, Inc.

 

 

7,152,372

 

 

137,200

 

1

Cymer, Inc.

 

 

6,264,552

 

 

290,200

 

1

EMC Corp. Mass

 

 

4,016,368

 

 

40,600

 

1

Electronic Arts, Inc.

 

 

4,021,024

 

 

122,000

 

1

Emulex Corp.

 

 

3,455,040

 

 

83,000

 

 

Fair Isaac & Co., Inc.

 

 

5,293,740

 

 

306,100

 

1

Foundry Networks, Inc.

 

 

7,119,886

 

 

149,700

 

1

Jabil Circuit, Inc.

 

 

4,169,145

 

 

96,700

 

1

KLA-Tencor Corp.

 

 

5,543,811

 

 

42,800

 

1

Lexmark International Group, Class A

 

 

3,150,508

 

 

2,143,100

 

1,2

Lucent Technologies, Inc.

 

 

6,857,920

 

 

143,100

 

 

Maxim Integrated Products, Inc.

 

 

7,113,501

 

 

78,900

 

1

Mercury Interactive Corp.

 

 

3,664,116

 

 

259,400

 

1

Network Appliance, Inc.

 

 

6,401,992

 

 

1,408,800

 

1

Nortel Networks Corp.

 

 

6,269,160

 

 

1,122,700

 

1

ON Semiconductor Corp.

 

 

4,827,610

 

 

174,200

 

1

Peoplesoft, Inc.

 

 

3,616,392

 

 

124,700

 

 

Qualcomm, Inc.

 

 

5,923,250

 

 

134,800

 

2

SAP AG (Systeme, Anwendungen, Produkte in der Datenverarbeitung), ADR

 

 

4,925,592

 

 

255,900

 

 

Seagate Technology

 

 

5,880,582

 

 

92,100

 

1

Symantec Corp.

 

 

6,138,465

 

 

241,200

 

1

Teradyne, Inc.

 

 

5,494,536

 

 

364,200

 

1

Unisys Corp.

 

 

5,594,112

 

 

251,600

 

1,2

UTStarcom, Inc.

 

 

7,925,400

 

 

169,400

 

1

Veritas Software Corp.

 

 

6,123,810

 

 

161,200

 

1

Yahoo, Inc.

 

 

7,044,440

 


 

 

 

 

TOTAL

 

 

211,073,659

 


 

 

 

 

Materials--2.1%

   

 

 

 

 

141,700

 

 

Alcan, Inc.

 

 

5,658,081

 

 

132,100

 

 

Freeport-McMoRan Copper & Gold, Inc., Class B

 

 

5,118,875

 

 

83,300

 

 

Newmont Mining Corp.

 

 

3,646,874

 


 

 

 

 

TOTAL

 

 

14,423,830

 


Shares

 

 

   

   

 

Value

 

 

 

 

COMMON STOCKS--continued

 

 

 

 

 

 

 

 

Telecommunication Services--2.0%

   

 

 

 

 

536,300

 

1

American Tower Systems Corp.

 

$

6,221,080

 

 

319,600

 

1

NEXTEL Communications, Inc., Class A

 

 

7,734,320

 


 

 

 

 

TOTAL

 

 

13,955,400

 


 

 

 

 

Utilities--0.4%

   

 

 

 

 

58,400

 

 

Kinder Morgan, Inc.

 

 

3,127,320

 


 

 

 

 

TOTAL COMMON STOCKS (IDENTIFIED COST $523,552,921)

 

 

691,893,792

 


 

 

 

 

MUTUAL FUNDS-- 13.0%3

 

 

 

 

 

16,761,844

 

 

Prime Value Obligations Fund, IS Shares

 

 

16,761,844

 

 

74,744,663

 

 

Prime Value Obligations Fund, IS Shares (held as collateral for securities lending)

 

 

74,744,663

 


 

 

 

 

TOTAL MUTUAL FUNDS (AT NET ASSET VALUE)

 

 

91,506,507

 


 

 

 

 

TOTAL INVESTMENTS--111.5%(IDENTIFIED COST $615,059,428)4

 

 

783,400,299

 


 

 

 

 

OTHER ASSETS AND LIABILITIES- NET--(11.5)%

 

 

(80,833,100

)


 

 

 

 

TOTAL NET ASSETS--100%

 

$

702,567,199

 


1 Non-income producing security.

2 Certain or all shares are temporarily on loan to unaffiliated brokers/dealers.

3 Affiliated company.

4 The cost of investments for federal tax purposes amounts to $617,766,781.

Note: The categories of investments are shown as a percentage of total net assets at October 31, 2003.

The following acronym is used throughout this portfolio:

ADR

--American Depositary Receipt

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

October 31, 2003

Assets:

    

 

 

    

 

 

 

Total investments in securities, at value including $91,506,507 of investments in affiliated issuer and $72,097,522 of securities loaned (identified cost $615,059,428)

 

 

 

 

$

783,400,299

 

Cash

 

 

 

 

 

2,066

 

Income receivable

 

 

 

 

 

65,250

 

Receivable for investments sold

 

 

 

 

 

4,548,015

 

Receivable for shares sold

 

 

 

 

 

489,049

 


TOTAL ASSETS

 

 

 

 

 

788,504,679

 


Liabilities:

 

 

 

 

 

 

 

Payable for investments purchased

 

$

9,546,025

 

 

 

 

Payable for shares redeemed

 

 

1,146,572

 

 

 

 

Payable on collateral due to broker

 

 

74,744,663

 

 

 

 

Payable for transfer and dividend disbursing agent fees and expenses (Note 5)

 

 

147,936

 

 

 

 

Payable for Directors'/Trustees' fees

 

 

1,888

 

 

 

 

Payable for portfolio accounting fees (Note 5)

 

 

10,790

 

 

 

 

Payable for distribution services fee (Note 5)

 

 

124,232

 

 

 

 

Payable for shareholder services fee (Note 5)

 

 

145,031

 

 

 

 

Accrued expenses

 

 

70,343

 

 

 

 


TOTAL LIABILITIES

 

 

 

 

 

85,937,480

 


Net assets for 28,528,526 shares outstanding

 

 

 

 

$

702,567,199

 


Net Assets Consist of:

 

 

 

 

 

 

 

Paid in capital

 

 

 

 

$

921,246,074

 

Net unrealized appreciation of investments

 

 

 

 

 

168,340,871

 

Accumulated net realized loss on investments

 

 

 

 

 

(387,019,746

)


TOTAL NET ASSETS

 

 

 

 

$

702,567,199

 


Net Asset Value, Offering Price and Redemption Proceeds Per Share

 

 

 

 

 

 

 

Class A Shares:

 

 

 

 

 

 

 

Net asset value per share ($504,998,422 ÷ 20,085,518 shares outstanding)

 

 

 

 

 

$25.14

 


Offering price per share (100/94.50 of $25.14)1

 

 

 

 

 

$26.60

 


Redemption proceeds per share

 

 

 

 

 

$25.14

 


Class B Shares:

 

 

 

 

 

 

 

Net asset value per share ($162,096,619 ÷ 6,939,202 shares outstanding)

 

 

 

 

 

$23.36

 


Offering price per share

 

 

 

 

 

$23.36

 


Redemption proceeds per share (94.50/100 of $23.36)1

 

 

 

 

 

$22.08

 


Class C Shares:

 

 

 

 

 

 

 

Net asset value per share ($35,472,158 ÷ 1,503,806 shares outstanding)

 

 

 

 

 

$23.59

 


Offering price per share (100/99.00 of $23.59)1

 

 

 

 

 

$23.83

 


Redemption proceeds per share (99.00/100 of $23.59)1

 

 

 

 

 

$23.35

 


1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended October 31, 2003

Investment Income:

    

 

 

 

    

 

 

 

    

 

 

 

Dividends (including $134,371 received from affiliated issuer and net of foreign taxes withheld of $24,374) (Note 5)

 

 

 

 

 

 

 

 

 

$

2,893,025

 

Interest (income on securities loaned)

 

 

 

 

 

 

 

 

 

 

172,152

 


TOTAL INCOME

 

 

 

 

 

 

 

 

 

 

3,065,177

 


Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Investment adviser fee (Note 5)

 

 

 

 

 

$

4,638,351

 

 

 

 

 

Administrative personnel and services fee (Note 5)

 

 

 

 

 

 

465,089

 

 

 

 

 

Custodian fees

 

 

 

 

 

 

36,498

 

 

 

 

 

Transfer and dividend disbursing agent fees and expenses (Note 5)

 

 

 

 

 

 

1,548,969

 

 

 

 

 

Directors'/Trustees'fees

 

 

 

 

 

 

6,560

 

 

 

 

 

Auditing fees

 

 

 

 

 

 

14,245

 

 

 

 

 

Legal fees

 

 

 

 

 

 

2,614

 

 

 

 

 

Portfolio accounting fees (Note 5)

 

 

 

 

 

 

130,994

 

 

 

 

 

Distribution services fee--Class B Shares (Note 5)

 

 

 

 

 

 

1,080,720

 

 

 

 

 

Distribution services fee--Class C Shares (Note 5)

 

 

 

 

 

 

228,978

 

 

 

 

 

Shareholder services fee--Class A Shares (Note 5)

 

 

 

 

 

 

1,109,608

 

 

 

 

 

Shareholder services fee--Class B Shares (Note 5)

 

 

 

 

 

 

360,240

 

 

 

 

 

Shareholder services fee--Class C Shares (Note 5)

 

 

 

 

 

 

76,326

 

 

 

 

 

Share registration costs

 

 

 

 

 

 

53,509

 

 

 

 

 

Printing and postage

 

 

 

 

 

 

144,852

 

 

 

 

 

Insurance premiums

 

 

 

 

 

 

2,144

 

 

 

 

 

Miscellaneous

 

 

 

 

 

 

8,689

 

 

 

 

 


TOTAL EXPENSES

 

 

 

 

 

 

9,908,386

 

 

 

 

 


Reimbursement and Expense Reduction (Note 5):

 

 

 

 

 

 

 

 

 

 

 

 

Reimbursement of investment adviser fee

 

$

(7,668

)

 

 

 

 

 

 

 

 

Fees paid indirectly from directed broker arrangement

 

 

(185,506

)

 

 

 

 

 

 

 

 


TOTAL REIMBURSEMENT AND EXPENSE REDUCTION

 

 

 

 

 

 

(193,174

)

 

 

 

 


Net expenses

 

 

 

 

 

 

 

 

 

 

9,715,212

 


Net operating loss

 

 

 

 

 

 

 

 

 

 

(6,650,035

)


Realized and Unrealized Gain (Loss) on Investments:

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain on investments

 

 

 

 

 

 

 

 

 

 

23,286,850

 

Net change in unrealized appreciation of investments

 

 

 

 

 

 

 

 

 

 

157,091,993

 


Net realized and unrealized gain on investments

 

 

 

 

 

 

 

 

 

 

180,378,843

 


Change in net assets resulting from operations

 

 

 

 

 

 

 

 

 

$

173,728,808

 


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

Year Ended October 31

   

   

2003

   

   

   

2002

   

Increase (Decrease) in Net Assets

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

Net operating loss

 

$

(6,650,035

)

 

$

(6,592,960

)

Net realized gain (loss) on investments

 

 

23,286,850

 

 

 

(133,042,291

)

Net change in unrealized appreciation/depreciation of investments

 

 

157,091,993

 

 

 

(10,325,288

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

 

 

173,728,808

 

 

 

(149,960,539

)


Share Transactions:

 

 

 

 

 

 

 

 

Proceeds from sale of shares

 

 

156,700,471

 

 

 

155,635,511

 

Proceeds from shares issued in connection with the tax-free transfer of assets from Riggs Large Cap Growth Fund

 

 

8,288,836

 

 

 

--

 

Cost of shares redeemed

 

 

(252,429,861

)

 

 

(338,219,824

)


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

 

 

(87,440,554

)

 

 

(182,584,313

)


Change in net assets

 

 

86,288,254

 

 

 

(332,544,852

)


Net Assets:

 

 

 

 

 

 

 

 


Beginning of period

 

 

616,278,945

 

 

 

948,823,797

 


End of period

 

$

702,567,199

 

 

$

616,278,945

 


See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

OCTOBER 31, 2003

1. ORGANIZATION

Federated Equity Funds (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end, management investment company. The Trust consists of seven portfolios. The financial statements included herein are only those of Federated Growth Strategies Fund (the "Fund"), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder's interest is limited to the portfolio in which shares are held. The Fund offers three classes of shares: Class A Shares, Class B Shares and Class C Shares. The investment objective of the Fund is appreciation of capital.

On December 20, 2002, the Fund received a tax-free transfer of assets from the Riggs Large Cap Growth Fund as follows:

Class A
Shares of the
Fund Issued

     

Riggs Large
Cap Growth
Fund
Net Assets
Received

     

Unrealized
Depreciation1

     

Net Assets of
the Fund
Prior to
Combination

     

Net Assets
of Riggs
Large Cap
Growth Fund
Immediately
Prior to
Combination

     

Net Assets
of the Fund
Immediately
After
Combination

433,743

 

$8,288,836

 

$443,635

 

$602,063,401

 

$8,288,836

 

$610,352,237

1 Unrealized depreciation is included in the Riggs Large Cap Growth Fund Net Assets Received amount shown above.

2. SIGNIFICANT ACCOUNTING POLICES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles ("GAAP") in the United States of America.

Investment Valuation

Listed equity securities are valued at the last sale price reported on a national securities exchange. U.S. Government securities are generally valued at the mean of the latest bid and asked prices as furnished by an independent pricing service. Short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, which approximates fair market value. Investments in other open-end regulated investment companies are valued at net asset value. Securities for which no quotations are readily available are valued at fair value as determined in good faith using methods approved by the Board of Trustees (the "Trustees").

Repurchase Agreements

It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement.

The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Trustees. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of collateral securities. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Investment Income, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value. The Fund offers multiple classes of shares, which differ in their respective distribution fees. All shareholders bear the common expenses of the Fund based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expense.

Premium and Discount Amortization

All premiums and discounts on fixed income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund's policy to comply with the Subchapter M provision of the Internal Revenue Code (the "Code") and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal tax is necessary.

Withholding taxes on foreign interest and dividends have been provided for in accordance with the applicable country's taxes and rates.

Foreign Currency Translation

The accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies ("FC") are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuation arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of FCs, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in exchange rate.

Securities Lending

The Fund participates in a securities lending program providing for the lending of corporate bonds, equity and government securities to qualified brokers. Collateral for securities loaned is invested in an affiliated money market fund. Collateral is maintained at a minimum level of 102% of the market value on investments loaned, plus interest, if applicable. Earnings on collateral are allocated between the securities lending agent, as a fee for its services under the program, and the Fund, according to agreed-upon rates.

As of October 31, 2003, securities subject to this type of arrangement and related collateral were as follows:

Market Value of Securities Loaned

   

Market Value
of Collateral

$72,097,522

   

$74,744,663

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis.

3. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value) for each class of shares. Transactions in shares were as follows:

Year Ended October 31

   

2003

2002

   

Class A Shares:

 

Shares

   

   

   

Amount

   

   

Shares

   

   

   

Amount

   

Shares sold

 

6,802,808

 

 

$

140,582,641

 

 

5,819,900

 

 

$

130,911,199

 

Shares issued in connection with the tax-free transfer of assets from Riggs Large Cap Growth Fund

 

433,743

 

 

 

8,288,836

 

 

--

 

 

 

--

 

Shares redeemed

 

(10,240,255

)

 

 

(208,665,744

)

 

(11,222,436

)

 

 

(252,512,871

)


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

 

(3,003,704

)

 

$

(59,794,267

)

 

(5,402,536

)

 

$

(121,601,672

)


 

Year Ended October 31

   

2003

   

2002

Class B Shares:

 

Shares

   

   

   

Amount

   

 

Shares

   

   

   

Amount

   

Shares sold

 

487,689

 

 

$

9,555,565

 

 

598,880

 

 

$

13,129,275

 

Shares redeemed

 

(1,807,119

)

 

 

(33,902,442

)

 

(3,133,580

)

 

 

(65,498,847

)


NET CHANGE RESULTING FROM CLASS B SHARE TRANSACTIONS

 

(1,319,430

)

 

$

(24,346,877

)

 

(2,534,700

)

 

$

(52,369,572

)


 

Year Ended October 31

   

2003

   

2002

   

Class C Shares:

   

Shares

   

   

   

Amount

   

 

Shares

   

   

   

Amount

   

Shares sold

 

331,073

 

 

$

6,562,265

 

 

535,524

 

 

$

11,595,037

 

Shares redeemed

 

(506,967

)

 

 

(9,861,675

)

 

(933,273

)

 

 

(20,208,106

)


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

 

(175,894

)

 

$

(3,299,410

)

 

(397,749

)

 

$

(8,613,069

)


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

 

(4,499,028

)

 

$

(87,440,554

)

 

(8,334,985

)

 

$

(182,584,313

)


4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to net operating loss and partnership adjustments.

For the year ended October 31, 2003, permanent differences identified and reclassified among the components of net assets were as follows:

Paid-In Capital

   

Net Operating
Loss

   

Accumulated
Net Realized
Loss

$(6,530,255)

 

$6,650,035

 

$(119,780)

Net investment income, net realized gains (losses), as disclosed on the Statement of Operations, and net assets were not affected by this reclassification.

As of October 31, 2003, the components of distributable earnings on a tax basis were as follows:

Unrealized appreciation

   

165,633,518

Capital loss carryforward

 

384,312,393

The difference between book-basis and tax-basis net unrealized appreciation is attributable to the tax deferral of losses on wash sales.

At October 31, 2003, the cost of investments for federal tax purposes was $617,766,781. The net unrealized appreciation of investments for federal tax purposes was $165,633,518. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $172,563,800 and net unrealized depreciation from investments for those securities having an excess of cost over value of $6,930,282.

At October 31, 2003, the Fund had a capital loss carryforward of $387,395,649, which will reduce the Fund's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal tax. Pursuant to the Code, such capital loss carryforward will expire as follows:

Expiration Year

   

Expiration Amount

2008

 

$ 229,324

2009

 

238,170,163

2010

 

148,996,162

As a result of the tax-free transfer of assets from Riggs Large Cap Growth Fund to the Fund, certain capital loss carryforwards listed previously may be limited.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated Investment Management Company, the Fund's investment adviser (the "Adviser"), receives for its services an annual investment adviser fee equal to 0.75% of the Fund's average daily net assets. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund may invest in Prime Value Obligations Fund which is managed by the Adviser. The Adviser has agreed to reimburse certain investment adviser fees as a result of these transactions. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $134,371 for the period.

Administrative Fee

Federated Services Company ("FServ"), under the Administrative Services Agreement ("Agreement"), provided the Fund with administrative personnel and services. The fee paid to FServ is based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

    

Average Aggregate Daily
Net Assets of the Federated Funds

0.150%

 

on the first $250 million

0.125%

 

on the next $250 million

0.100%

 

on the next $250 million

0.075%

 

on assets in excess of $750 million

The administrative fee received during any fiscal year shall be at least $125,000 per portfolio and $30,000 per each additional class of Shares.

On August 22, 2003 the Trustees approved a new Agreement. Effective November 1, 2003, Federated Administrative Services ("FAS") will provide the Fund with administrative personnel and services. The Fee paid to FAS will be based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

    

Average Aggregate Daily
Net Assets of the Federated Funds

0.150%

 

on the first $5 billion

0.125%

 

on the next $5 billion

0.100%

 

on the next $10 billion

0.075%

 

on assets in excess of $20 billion

The administrative fee received during the fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares.

FServ and FAS may voluntarily choose to waive any portion of their fee. FServ and FAS can modify or terminate this voluntary waiver at any time at their sole discretion.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will compensate Federated Securities Corp., ("FSC"), the principal distributor, from the net assets of the Fund to finance activities intended to result in the sale of the Fund's Class B and Class C Shares. The Plan provides that the Fund may incur distribution expenses according to the following schedule annually, to compensate FSC.

Share Class Name

   

Percentage of Average Daily
Net Assets of Class

Class B Shares

 

0.75%

Class C Shares

 

0.75%

FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Sales Charges

For the fiscal year ended October 31, 2003, FSC the principal distributor retained $26,042 in sales charges from the sale of Class A Shares. FSC also retained $1,462 of contingent deferred sales charges relating to redemptions of Class A Shares and $1,096 relating to redemptions of Class C Shares. See "What Do Shares Cost?" in the Prospectus.

Shareholder Services Fee

Under the terms of a Shareholder Services Agreement with Federated Shareholder Services Company ("FSSC"), the Fund will pay FSSC up to 0.25% of average daily net assets of the Fund for the period. The fee paid to FSSC is used to finance certain services for shareholders and to maintain shareholder accounts. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses

FServ, through its subsidiary FSSC, serves as transfer and dividend disbursing agent for the Fund. The fee paid to FSSC is based on the size, type and number of accounts and transactions made by shareholders. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Portfolio Accounting Fees

FServ maintains the Fund's accounting records for which it receives a fee. The fee is based on the level of the Fund's average daily net assets for the period, plus out-of-pocket expenses. FServ may voluntarily choose to waive any portion of its fee. FServ can modify or terminate this voluntary waiver at any time at its sole discretion.

Expense Reduction

The Fund directs certain portfolio trades to brokers that in turn pay a portion of the Fund's operating expenses. For the year ended October 31, 2003, the Fund's expenses were reduced by $185,506 under these arrangements.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations (and in-kind contributions), for the year ended October 31, 2003, were as follows:

Purchases

    

$1,100,276,474

Sales

 

$1,198,164,921

7. CONCENTRATION OF CREDIT RISK

The Fund may invest a portion of its assets in securities of companies that are deemed by the Fund's management to be classified in similar business sectors. The economic developments within a particular sector may have an adverse effect on the ability of issuers to meet their obligations. Additionally, economic developments may have an effect on the liquidity and volatility of the portfolio securities.

8. LEGAL PROCEEDINGS

In October, 2003, Federated Investors, Inc. and various subsidiaries thereof (collectively, "Federated"), along with various investment companies sponsored by Federated ("Funds") were named as defendants in several class action lawsuits filed in the United States District Court for the Western District of Pennsylvania seeking damages of unspecified amounts. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. Federated and the Funds are reviewing the allegations and will respond appropriately. Additional lawsuits based upon similar allegations may be filed in the future. Although Federat ed does not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from related regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

9. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended October 31, 2003, the Fund did not designate any long-term capital gain dividends.

Independent Auditors' Report

TO THE TRUSTEES OF FEDERATED EQUITY FUNDS AND
THE SHAREHOLDERS OF FEDERATED GROWTH STRATEGIES FUND:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Federated Growth Strategies Fund (the "Fund") as of October 31, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to provide reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of the securities owned at October 31, 2003, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present fairly, in all material respects, the financial position of Federated Growth Strategies Fund as of October 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts
December 17, 2003

Board of Trustees and Trust Officers

The Board is responsible for managing the Fund's business affairs and for exercising all the Fund's powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are "interested persons" of the Fund (i.e., "Interested" Board members) and those who are not (i.e., "Independent" Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. The Federated Fund Complex consists of 44 investment companies (comprising 138 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex; serves for an indefinite term; and also serves as a Board member of the following investment company complexes: Banknorth Funds--four portfolios; WesMark Funds--five portfolios and Golden Oak® Family of Funds--seven portfolios. The Fund's Statement of Additional Information includes additional information about Fund's Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s), Other Directorships Held
and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
CHAIRMAN AND TRUSTEE
Began serving: April 1984

 

Principal Occupations: Chairman and Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: January 2000

 

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 1987

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for "interested" status: John F. Donahue is the father of J. Christopher Donahue; both are "interested" due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is "interested" because his son-in-law is employed by the Fund's principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s), Other Directorships Held
and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: October 1995

 

Principal Occupation: Director or Trustee of the Federated
Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children's Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Grubb & Ellis/Investment
Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation;
Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: February 1998

 

Principal Occupations: Director or Trustee of the Federated
Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: January 1999

 

Principal Occupation: Director or Trustee of the Federated
Fund Complex.

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupation: Director or Trustee of the Federated Fund Complex; Management Consultant.


Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant; Executive Vice President, DVC Group, Inc. (marketing communications and technology) (prior to 9/1/00).

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank;
Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University.


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: February 1995

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Consulting Partner, Mollica & Murray.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: April 1984

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Public Relations/Marketing Consultant/Conference Coordinator.

Previous Positions: National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


OFFICERS


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

    

Principal Occupation(s) and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
EXECUTIVE VICE PRESIDENT
AND SECRETARY
Began serving: April 1984

 

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Executive Vice President, Secretary and Director, Federated Investors, Inc.


Richard J. Thomas
Birth Date: June 17, 1954
TREASURER
Began serving: November 1998

 

Principal Occupations: Principal Financial Officer and Treasurer
of the Federated Fund Complex; Senior Vice President, Federated Administrative Services.


Richard B. Fisher
Birth Date: May 17, 1923
VICE PRESIDENT
Began serving: April 1984

 

Principal Occupations: Vice Chairman or President of some of the Funds in the Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Chairman, Federated Securities Corp.

Previous Positions: President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc. and Director and Chief Executive Officer, Federated Securities Corp.


Stephen F. Auth
Birth Date: September 3, 1956
CHIEF INVESTMENT OFFICER
Began serving: November 2002

 

Principal Occupations: Chief Investment Officer of this Fund and various other Funds in the Federated Fund Complex; Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp., Federated Investment Management Company and Passport Research, Ltd.

Previous Positions: Senior Vice President, Global Portfolio Management Services Division; Senior Vice President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio Manager, Prudential Investments.


Lawrence Auriana
Birth Date: January 8, 1944
VICE PRESIDENT
Began serving: November 2001

 

Lawrence Auriana is Vice President of the Trust. Mr. Auriana joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Auriana was President and Treasurer of Edgemont Asset Management Corp., and Chairman of the Board and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Auriana earned a B.S. in economics
from Fordham University and has been engaged in the securities business since 1965.


James E. Grefenstette
Birth Date: November 7, 1962
VICE PRESIDENT
Began serving: November 1998

 

James E. Grefenstette is Vice President of the Trust. Mr. Grefenstette joined Federated in 1992 and has been a Portfolio Manager since 1994. Mr. Grefenstette became a Senior Vice President of the Fund's Adviser in January 2000. He served as a Vice President of the Fund's Adviser from 1996 through 1999 and was an Assistant Vice President of the Fund's Adviser from 1994 until 1996. Mr. Grefenstette is a Chartered Financial Analyst; he received his M.S. in Industrial Administration from Carnegie Mellon University.


Hans P. Utsch
Birth Date: July 3, 1936
VICE PRESIDENT
Began serving: November 2001

 

Hans P. Utsch is Vice President of the Trust. Mr. Utsch joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Utsch was Chairman of the Board and Secretary of Edgemont Asset Management Corp., and President and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Utsch graduated from Amherst College and holds an M.B.A. from Columbia University. He has been engaged in the securities business since 1962.


Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund's prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-341-7400. This information is also available from the EDGAR database on the SEC's Internet site at http://www.sec.gov.

[Logo of Federated Investors]

Federated Growth Strategies Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
www.federatedinvestors.com

Contact us at 1-800-341-7400 or
www.federatedinvestors.com/contact

Federated Securities Corp., Distributor

Cusip 314172107
Cusip 314172206
Cusip 314172305

G01228-08 (12/03)

Federated is a registered mark of Federated Investors, Inc.
2003 ©Federated Investors, Inc.

Federated Investors
World-Class Investment Manager

Federated Large Cap Growth Fund

Established 1998

A Portfolio of Federated Equity Funds

 

5TH ANNUAL SHAREHOLDER REPORT

October 31, 2003

FINANCIAL HIGHLIGHTS
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
BOARD OF TRUSTEES AND TRUST OFFICERS
VOTING PROXIES ON FUND PORTFOLIO SECURITIES

Financial Highlights -- Class A Shares

(For a Share Outstanding Throughout Each Period)

  

Year Ended October 31,

Period
Ended

   

   

2003

   

  

2002

   

  

2001

   

  

2000

   

  

10/31/1999

1

Net Asset Value, Beginning of Period

   

$6.47

   

   

$7.95

   

   

$13.37

   

   

$12.78

   

   

$10.00

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Net operating loss

   

(0.03

)2

   

(0.04

)2

   

(0.06

)

   

(0.13

)2

   

(0.08

)2

Net realized and unrealized gain (loss) on investments

   

0.93

   

   

(1.44

)

   

(5.36

)

   

0.72

   

   

2.86

   


TOTAL FROM INVESTMENT OPERATIONS

   

0.90

   

   

(1.48

)

   

(5.42

)

   

0.59

   

   

2.78

   


Less Distributions:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Distributions from net investment income

   

--

   

   

--

   

   

--

   

   

--

   

   

(0.00

)3


Net Asset Value, End of Period

   

$7.37

   

   

$6.47

   

   

$ 7.95

   

   

$13.37

   

   

$12.78

   


Total Return4

   

13.91

%

   

(18.62

)%

   

(40.54

)%

   

4.62

%

   

27.83

%


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Expenses

   

1.56

%5

   

1.46

%5

   

1.37

%

   

1.25

%

   

1.20

%6


Net operating loss

   

(0.44

)%

   

(0.47

)%

   

(0.60

)%

   

(0.84

)%

   

(0.82

)%6


Expense waiver/reimbursement7

   

0.00

%8

   

0.00

%8

   

0.00

%8

   

0.00

%8

   

0.39

%6


Supplemental Data:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$148,090

   

$144,499

   

$228,433

   

$427,514

   

$105,338

   


Portfolio turnover

   

126

%

   

233

%

   

221

%

   

173

%

   

36

%


1 Reflects operations for the period from December 29, 1998 (date of initial public investment) to October 31, 1999.

2 Per share numbers have been calculated using the average shares method, which more appropriately represents the per share data for the period since the use of the undistributed income method did not accord with the results of operations.

3 Represents less than $0.01 per share.

4 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

5 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratios are 1.54% and 1.44% after taking into account these expense reductions for the years ended October 31, 2003 and October 31, 2002, respectively.

6 Computed on an annualized basis.

7 This expense decrease is reflected in both the expense and the net operating loss ratios shown above.

8 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Financial Highlights -- Class B Shares

(For a Share Outstanding Throughout Each Period)

  

Year Ended October 31,

  

Period
Ended

   

   

2003

   

  

2002

   

  

2001

   

  

2000

   

  

10/31/1999

1

Net Asset Value, Beginning of Period

   

$6.31

   

   

$7.82

   

   

$13.24

   

   

$12.75

   

   

$10.00

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Net operating loss

   

(0.08

)2

   

(0.09

)2

   

(0.16

)

   

(0.24

)2

   

(0.15

)2

Net realized and unrealized gain (loss) on investments

   

0.90

   

   

(1.42

)

   

(5.26

)

   

0.73

   

   

2.90

   


TOTAL FROM INVESTMENT OPERATIONS

   

0.82

   

   

(1.51

)

   

(5.42

)

   

0.49

   

   

2.75

   


Net Asset Value, End of Period

   

$7.13

   

   

$6.31

   

   

$ 7.82

   

   

$13.24

   

   

$12.75

   


Total Return3

   

13.00

%

   

(19.31

)%

   

(40.94

)%

   

3.84

%

   

27.53

%


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Expenses

   

2.31

%4

   

2.21

%4

   

2.12

%

   

2.00

%

   

1.95

%5


Net operating loss

   

(1.19

)%

   

(1.22

)%

   

(1.35

)%

   

(1.59

)%

   

(1.57

)%5


Expense waiver/reimbursement6

   

0.00

%7

   

0.00

%7

   

0.00

%7

   

0.00

%7

   

0.39

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$116,166

   

$121,572

   

$205,699

   

$400,171

   

$145,310

   


Portfolio turnover

   

126

%

   

233

%

   

221

%

   

173

%

   

36

%


1 Reflects operations for the period from December 29, 1998 (date of initial public investment) to October 31, 1999.

2 Per share numbers have been calculated using the average shares method, which more appropriately represents the per share data for the period since the use of the undistributed income method did not accord with the results of operations.

3 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

4 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratios are 2.29% and 2.19% after taking into account these expense reductions for the years ended October 31, 2003 and October 31, 2002, respectively.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the expense and the net operating loss ratios shown above.

7 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Financial Highlights -- Class C Shares

(For a Share Outstanding Throughout Each Period)

  

Year Ended October 31,

  

Period
Ended

   

2003

   

  

2002

   

  

2001

   

  

2000

   

  

10/31/1999

1

Net Asset Value, Beginning of Period

   

$6.31

   

   

$7.82

   

   

$13.23

   

   

$12.75

   

   

$10.00

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

Net operating loss

   

(0.08

)2

   

(0.09

)2

   

(0.15

)

   

(0.24

)2

   

(0.15

)2

Net realized and unrealized gain (loss) on investments

   

0.90

   

   

(1.42

)

   

(5.26

)

   

0.72

   

   

2.90

   


TOTAL FROM INVESTMENT OPERATIONS

   

0.82

   

   

(1.51

)

   

(5.41

)

   

0.48

   

   

2.75

   


Net Asset Value, End of Period

   

$7.13

   

   

$6.31

   

   

$ 7.82

   

   

$13.23

   

   

$12.75

   


Total Return3

   

13.00

%

   

(19.31

)%

   

(40.89

)%

   

3.76

%

   

27.53

%


Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Expenses

   

2.31

%4

   

2.21

%4

   

2.12

%

   

2.00

%

   

1.95

%5


Net operating loss

   

(1.19

)%

   

(1.22

)%

   

(1.35

)%

   

(1.59

)%

   

(1.57

)%5


Expense waiver/reimbursement6

   

0.00

%7

   

0.00

%7

   

0.00

%7

   

0.00

%7

   

0.39

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$15,444

   

   

$16,067

   

   

$30,148

   

$57,560

   

   

$14,892

   


Portfolio turnover

   

126

%

   

233

%

   

221

%

   

173

%

   

36

%


1 Reflects operations for the period from December 29, 1998 (date of initial public investment) to October 31, 1999.

2 Per share numbers have been calculated using the average shares method, which more appropriately represents the per share data for the period since the use of the undistributed income method did not accord with the results of operations.

3 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

4 The expense ratio is calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratios are 2.29% and 2.19% after taking into account these expense reductions for the years ended October 31, 2003 and October 31, 2002, respectively.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the expense and the net operating loss ratios shown above.

7 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Management's Discussion of Fund Performance

This report covers Federated Large Cap Growth Fund's fiscal year performance period from November 1, 2002 through October 31, 2003. During this period, the fund produced total returns of 13.91% for Class A Shares, 13.00% for Class B Shares, and 13.00% for Class C Shares based on net asset value (NAV).1

The fund underperformed its benchmark, the Russell 1000 Growth Index, which returned 20.45% during the reporting period.2 The fund lagged its peer group as measured by the Lipper Large Cap Growth Funds category,3 which produced an average total return of 19.03% for the same period.

The fund's NAV increased from $6.47 to $7.37 for Class A Shares, $6.31 to $7.13 for Class B Shares, and $6.31 to $7.13 for Class C Shares.

In the first half of the fund's reporting period, large cap growth stocks generally underperformed both small- and mid-cap growth stocks, in addition to underperforming value stocks and bonds. Sector allocation and stock selection decisions contributed to the fund's performance shortfall. The Consumer Discretionary, Industrials, and Consumer Staples sectors performed poorly for the fund, as did certain laggard holdings in Financials. Telecommunications Services, Information Technology and Materials, however, were positive sectors.

In the second half, Healthcare, Consumer Discretionary, and Consumer Staples were among the better-performing sectors, along with Materials and Financials. Energy, Information Technology, and Industrials were among the worst-performing sectors.

Securities contributing most positively to the fund overall during this period included, ironically, two Information Technology monoliths: Intel Corp. in semiconductors; and Cisco Systems Inc. in networking equipment. The portfolio also benefited from two Healthcare stocks, whose share prices had doubled over the past six months: Genentech Inc., which enjoyed a promising new cancer drug; and Advance PCS, which is planning to merge with an industry peer, Caremark Rx, Inc. Those that had a negative impact included: Johnson & Johnson, due to investor concerns about their competitive position within the medical devices market; MedImmune Inc., relating to its disappointing FluMist launch; and Transocean Inc., in light of the soft deepwater drilling market.

1 Performance quoted is based on net asset value, reflects past performance and is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The total returns for the fund's Class A, B and C Shares, based on offering price (i.e., less any applicable sales charge), were 7.59%, 7.50% and 10.94%, respectively. Current month-end performance information is available at www.federatedinvestors.com or by calling 1-800-341-7400.

2 The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. Investments cannot be made in an index.

3 Lipper figures represent the average total returns reported by all mutual funds designated by Lipper Inc. as falling into the respective categories indicated.

GROWTH OF A $10,000 INVESTMENT -- CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Large Cap Growth Fund (Class A Shares) (the "Fund") from December 29, 1998 (start of performance) to October 31, 2003 compared to the Russell 1000 Growth Index (R1000G),2,3 the Standard and Poor's 500 Index (S&P 500)2 and the Lipper Large-Cap Growth Funds Index (LLCGF).2

Average Annual Total Return4 for the Periods Ended 10/31/2003

  

1 Year

 

7.59%

Start of Performance (12/29/1998)

 

(7.20)%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charges of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Fund's performance assumes the reinvestment of all dividends and distributions. The R1000G, S&P 500 and the LLCGF have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The R1000G, S&P 500 and the LLCGF are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Fund's performance. The indexes are unmanaged and investments cannot be made in an index.

3 The Fund's investment adviser has changed its reference benchmark to R1000G from the S&P 500 because it is more reflective of the Fund's current investment strategy.

4 Total returns quoted reflect all applicable sales charges and contingent deferred sales charges.

GROWTH OF A $10,000 INVESTMENT -- CLASS B SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Large Cap Growth Fund (Class B Shares) (the "Fund") from December 29, 1998 (start of performance) to October 31, 2003 compared to the Russell 1000 Growth Index (R1000G),2,3 the Standard and Poor's 500 Index (S&P 500)2 and the Lipper Large-Cap Growth Funds Index (LLCGF).2

Average Annual Total Return4 for the Periods Ended 10/31/2003

  

1 Year

 

7.50%

Start of Performance (12/29/1998)

 

(7.14)%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund reflects a 2.00% contingent deferred sales charge on any redemption less than five years from the purchase date. The maximum contingent deferred sales charge is 5.50% on any redemption less than one year from the purchase date. The Fund's performance assumes the reinvestment of all dividends and distributions. The R1000G, S&P 500 and the LLCGF have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The R1000G, S&P 500 and the LLCGF are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged and investments cannot be made in an index.

3 The Fund's investment adviser has changed its reference benchmark to R1000G from the S&P 500 because it is more reflective of the Fund's current investment strategy.

4 Total returns quoted reflect all applicable sales charges and contingent deferred sales charges.

GROWTH OF A $10,000 INVESTMENT -- CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Large Cap Growth Fund (Class C Shares) (the "Fund") from December 29, 1998 (start of performance) to October 31, 2003 compared to the Russell 1000 Growth Index (R1000G),2,3 the Standard and Poor's 500 Index (S&P 500)2 and the Lipper Large-Cap Growth Funds Index (LLCGF).2

Average Annual Total Return4 for the Periods Ended 10/31/2003

  

1 Year

 

10.94%

Start of Performance (12/29/1998)

 

(6.94)%

Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. A 1.00% contingent deferred sales charge would be applied to any redemption less than one year from the purchase date. Effective April 1, 2003 the Fund began to charge a maximum sales charge of 1.00%. The Fund's performance assumes the reinvestment of all dividends and distributions. The R1000G, S&P 500 and the LLCGF have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The R1000G, S&P 500 and the LLCGF are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged and investments cannot be made in an index.

3 The Fund's investment adviser has changed its reference benchmark to R1000G from the S&P 500 because it is more reflective of the Fund's current investment strategy.

4 Total returns quoted reflect all applicable sales charges and contingent deferred sales charges.

Portfolio of Investments

October 31, 2003

Shares

  

  

Value

   

   

  

COMMON STOCKS--99.2%

   

   

   

   

   

   

Consumer Discretionary--18.2%

   

   

   

   

30,000

1,2

Amazon.com, Inc.

   

$

1,632,600

   

20,000

1

Bed Bath & Beyond, Inc.

   

   

844,800

   

90,000

   

Best Buy Co., Inc.

   

   

5,247,900

   

25,000

   

Centex Corp.

   

   

2,437,500

   

70,000

   

Clear Channel Communications, Inc.

   

   

2,857,400

   

60,000

1

Comcast Corp., Class A

   

   

2,035,200

   

50,000

   

D.R. Horton, Inc.

   

   

1,990,000

   

60,000

1

Entercom Communications Corp.

   

   

2,748,600

   

50,000

1

Fox Entertainment Group, Inc., Class A

   

   

1,385,000

   

25,000

   

Harley Davidson, Inc.

   

   

1,185,250

   

127,000

   

Home Depot, Inc.

   

   

4,707,890

   

25,000

1

Kohl's Corp.

   

   

1,401,750

   

40,000

   

Lennar Corp., Class A

   

   

3,674,000

   

60,000

   

Lowe's Cos., Inc.

   

   

3,535,800

   

25,000

   

Nike, Inc., Class B

   

   

1,597,500

   

40,000

   

Omnicom Group, Inc.

   

   

3,192,000

   

98,500

1

Staples, Inc.

   

   

2,641,770

   

35,000

   

Target Corp.

   

   

1,390,900

   

120,000

   

Viacom, Inc., Class B

   

   

4,784,400

   

73,200

   

Walt Disney Co.

   

   

1,657,248


   

   

   

TOTAL

   

   

50,947,508


   

   

   

Consumer Staples--11.2%

   

   

   

   

80,000

   

Altria Group, Inc.

   

   

3,720,000

   

96,000

   

Coca-Cola Co.

   

   

4,454,400

   

55,000

   

Colgate-Palmolive Co.

   

   

2,925,450

   

92,790

   

PepsiCo, Inc.

   

   

4,437,218

   

46,400

   

Procter & Gamble Co.

   

   

4,560,656

   

50,000

   

Sysco Corp.

   

   

1,683,000

   

159,200

   

Wal-Mart Stores, Inc.

   

   

9,384,840


   

   

   

TOTAL

   

   

31,165,564


   

   

   

Energy--6.2%

   

   

   

   

60,000

   

Anadarko Petroleum Corp.

   

   

2,617,200

   

45,000

   

Apache Corp.

   

   

3,137,400

Shares

  

  

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Energy--continued

   

   

   

   

80,000

   

Devon Energy Corp.

   

3,880,000

   

120,000

   

Halliburton Co.

   

   

2,865,600

   

70,000

1

Noble Corp.

   

   

2,403,100

   

130,000

1

Transocean Sedco Forex, Inc.

   

   

2,494,700


   

   

   

TOTAL

   

   

17,398,000


   

   

   

Financials--10.6%

   

   

   

   

40,000

   

American Express Co.

   

   

1,877,200

   

60,000

   

American International Group, Inc.

   

   

3,649,800

   

40,000

   

Bank of America Corp.

   

   

3,029,200

   

60,000

   

Citigroup, Inc.

   

   

2,844,000

   

47,900

   

Goldman Sachs Group, Inc.

   

   

4,497,810

   

65,900

   

J.P. Morgan Chase & Co.

   

   

2,365,810

   

50,000

   

Mellon Financial Corp.

   

   

1,493,500

   

50,000

   

Merrill Lynch & Co., Inc.

   

   

2,960,000

   

30,000

   

Morgan Stanley

   

   

1,646,100

   

79,800

   

SLM Corporation

   

   

3,124,968

   

50,000

   

Washington Mutual, Inc.

   

   

2,187,500


   

   

   

TOTAL

   

   

29,675,888


   

   

   

Healthcare--15.6%

   

   

   

   

60,000

1

AdvancePCS

   

   

3,088,200

   

20,000

   

Allergan, Inc.

   

   

1,512,400

   

65,000

1

Amgen, Inc.

   

   

4,014,400

   

15,000

1

Boston Scientific Corp.

   

   

1,015,800

   

22,500

1,2

Express Scripts, Inc., Class A

   

   

1,235,700

   

100,000

1

Forest Laboratories, Inc., Class A

   

   

5,001,000

   

20,000

1

Genentech, Inc.

   

   

1,639,400

   

20,000

1

Gilead Sciences, Inc.

   

   

1,091,600

   

40,000

1

IDEC Pharmaceuticals Corp.

   

   

1,405,200

   

100,000

   

Johnson & Johnson

   

   

5,033,000

   

400,000

   

Pfizer, Inc.

   

   

12,640,000

   

15,000

1

St. Jude Medical, Inc.

   

   

872,400

   

15,000

   

Stryker Corp.

   

   

1,216,650

   

31,600

   

UnitedHealth Group, Inc.

   

   

1,607,808

   

15,000

1

Wellpoint Health Networks, Inc.

   

   

1,333,500

   

15,000

1

Zimmer Holdings, Inc.

   

   

957,150


   

   

   

TOTAL

   

   

43,664,208


Shares

  

  

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Industrials--6.5%

   

   

   

   

18,900

   

Danaher Corp.

   

1,565,865

   

540,000

   

General Electric Co.

   

   

15,665,400

   

10,000

   

United Technologies Corp.

   

   

846,900


   

   

   

TOTAL

   

   

18,078,165


   

   

   

Information Technology--29.2%

   

   

   

   

70,000

   

Adobe System, Inc.

   

   

3,068,800

   

131,500

1

Applied Materials, Inc.

   

   

3,073,155

   

484,200

1

Cisco Systems, Inc.

   

   

10,158,516

   

125,000

1

Dell, Inc.

   

   

4,515,000

   

104,900

1

EMC Corp. Mass

   

   

1,451,816

   

140,000

   

Hewlett-Packard Co.

   

   

3,123,400

   

436,630

   

Intel Corp.

   

   

14,430,621

   

40,000

   

International Business Machines Corp.

   

   

3,579,200

   

39,000

1

KLA-Tencor Corp.

   

   

2,235,870

   

38,000

   

Maxim Integrated Products, Inc.

   

   

1,888,980

   

200,000

1

Micron Technology, Inc.

   

   

2,868,000

   

550,000

   

Microsoft Corp.

   

   

14,382,500

   

189,500

   

Nokia Oyj, Class A, ADR

   

   

3,219,605

   

200,000

1

Oracle Corp.

   

   

2,392,000

   

60,000

1

Qlogic Corp.

   

   

3,363,000

   

46,600

   

Qualcomm, Inc.

   

   

2,213,500

   

31,900

   

SAP AG (Systeme, Anwendungen, Produkte in der Datenverarbeitung), ADR

   

   

1,165,626

   

21,300

1

Symantec Corp.

   

   

1,419,645

   

40,000

1

Veritas Software Corp.

   

   

1,446,000

   

52,200

1

Xilinx, Inc.

   

   

1,654,740


   

   

   

TOTAL

   

   

81,649,974


   

   

   

Materials--1.7%

   

   

   

   

40,000

2

Freeport-McMoRan Copper & Gold, Inc., Class B

   

   

1,550,000

   

75,000

   

Newmont Mining Corp.

   

   

3,283,500


   

   

   

TOTAL

   

   

4,833,500


   

   

   

TOTAL COMMON STOCKS (IDENTIFIED COST $230,200,545)

   

   

277,412,807


Shares

  

  

Value

   

   

   

MUTUAL FUNDS--2.4%

   

   

   

   

3,045,358

3

Prime Value Obligations Fund, Class IS

   

3,045,358

   

3,679,931

3

Prime Value Obligations Fund, Class IS (held as collateral for securities lending)

   

   

3,679,931


   

   

   

TOTAL MUTUAL FUNDS (AT NET ASSET VALUE)

   

   

6,725,289


   

   

   

TOTAL INVESTMENTS--101.6%
(IDENTIFIED COST $236,925,834)4

   

   

284,138,096


   

   

   

OTHER ASSETS AND LIABILITIES -- NET--(1.6)%

   

   

(4,438,378)


   

   

   

TOTAL NET ASSETS--100%

   

$

279,699,718


1 Non-income producing security.

2 Certain shares are temporarily on loan to unaffiliated brokers/dealers.

3 Affiliated company.

4 The cost of investments for federal tax purposes amounts to $242,514,666.

Note: The categories of investments are shown as a percentage of total net assets at October 31, 2003.

The following acronym is used throughout this portfolio:

ADR

--American Depositary Receipt

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

October 31, 2003

Assets:

  

   

   

  

   

   

   

Total investments in securities, at value, including $6,725,289 of investments in affiliated issuers and $3,590,461 of securities loaned (identified cost $236,925,834)

   

   

   

   

$

284,138,096

   

Cash

   

   

   

   

   

9,329

   

Income receivable

   

   

   

   

   

215,289

   

Receivable for shares sold

   

   

   

   

   

772,952

   


TOTAL ASSETS

   

   

   

   

   

285,135,666

   


Liabilities:

   

   

   

   

   

   

   

Payable for investments purchased

   

$

783,352

   

   

   

   

Payable for shares redeemed

   

   

606,002

   

   

   

   

Payable on collateral due to broker

   

   

3,679,931

   

   

   

   

Payable for transfer and dividend disbursing agent fees and expenses (Note 5)

   

   

189,005

   

   

   

   

Payable for Directors'/Trustees' fees

   

   

1,110

   

   

   

   

Payable for portfolio accounting fees (Note 5)

   

   

8,001

   

   

   

   

Payable for distribution service fee (Note 5)

   

   

114,309

   

   

   

   

Payable for shareholder services fee (Note 5)

   

   

27,714

   

   

   

   

Accrued expenses

   

   

26,524

   

   

   

   


TOTAL LIABILITIES

   

   

   

   

   

5,435,948

   


Net assets for 38,547,360 shares outstanding

   

   

   

   

$

279,699,718

   


Net Assets Consist of:

   

   

   

   

   

   

   

Paid in capital

   

   

   

   

$

706,232,445

   

Net unrealized appreciation of investments

   

   

   

   

   

47,212,262

   

Accumulated net realized loss on investments

   

   

   

   

   

(473,744,989

)


TOTAL NET ASSETS

   

   

   

   

$

279,699,718

   


Net Asset Value, Offering Price and Redemption Proceeds Per Share

   

   

   

   

   

   

   

Class A Shares:

   

   

   

   

   

   

   

Net asset value per share ($148,090,388 ÷ 20,099,947 shares outstanding)

   

   

   

   

   

$7.37

   


Offering price per share (100/94.50 of $7.37)1

   

   

   

   

   

$7.80

   


Redemption proceeds per share

   

   

   

   

   

$7.37

   


Class B Shares:

   

   

   

   

   

   

   

Net asset value per share ($116,165,740 ÷ 16,282,532 shares outstanding)

   

   

   

   

   

$7.13

   


Offering price per share

   

   

   

   

   

$7.13

   


Redemption proceeds per share (94.50/100 of $7.13)1

   

   

   

   

   

$6.74

   


Class C Shares:

   

   

   

   

   

   

   

Net asset value per share ($15,443,590 ÷ 2,164,881 shares outstanding)

   

   

   

   

   

$7.13

   


Offering price per share (100/99.00 of $7.13)1

   

   

   

   

   

$7.20

   


Redemption proceeds per share (99.00/100 of $7.13)1

   

   

   

   

   

$7.06

   


1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended October 31, 2003

Investment Income:

  

   

   

   

  

   

   

   

  

   

   

   

Dividends (Including $72,375 received from affiliated issuers (Note 5) and net of foreign taxes withheld of $5,297)

   

   

   

   

   

   

   

   

   

$

2,899,001

   

Interest (income on securities loaned)

   

   

   

   

   

   

   

   

   

   

8,147

   


TOTAL INCOME

   

   

   

   

   

   

   

   

   

   

2,907,148

   


Expenses:

   

   

   

   

   

   

   

   

   

   

   

   

Investment adviser fee (Note 5)

   

   

   

   

   

$

1,986,288

   

   

   

   

   

Administrative personnel and services fee (Note 5)

   

   

   

   

   

   

199,158

   

   

   

   

   

Custodian fees

   

   

   

   

   

   

17,251

   

   

   

   

   

Transfer and dividend disbursing agent fees and expenses (Note 5)

   

   

   

   

   

   

993,660

   

   

   

   

   

Directors'/Trustees' fees

   

   

   

   

   

   

3,794

   

   

   

   

   

Auditing fees

   

   

   

   

   

   

18,208

   

   

   

   

   

Legal fees

   

   

   

   

   

   

4,601

   

   

   

   

   

Portfolio accounting fees (Note 5)

   

   

   

   

   

   

97,601

   

   

   

   

   

Distribution services fee--Class A Shares (Note 5)

   

   

   

   

   

   

345,090

   

   

   

   

   

Distribution services fee--Class B Shares (Note 5)

   

   

   

   

   

   

839,197

   

   

   

   

   

Distribution services fee--Class C Shares (Note 5)

   

   

   

   

   

   

111,820

   

   

   

   

   

Shareholder services fee--Class B Shares (Note 5)

   

   

   

   

   

   

279,733

   

   

   

   

   

Shareholder services fee--Class C Shares (Note 5)

   

   

   

   

   

   

37,273

   

   

   

   

   

Share registration costs

   

   

   

   

   

   

62,418

   

   

   

   

   

Printing and postage

   

   

   

   

   

   

93,884

   

   

   

   

   

Insurance premiums

   

   

   

   

   

   

1,771

   

   

   

   

   

Miscellaneous

   

   

   

   

   

   

3,206

   

   

   

   

   


TOTAL EXPENSES

   

   

   

   

   

   

5,094,953

   

   

   

   

   


Reimbursement and Expense Reduction (Note 5):

   

   

   

   

   

   

   

   

   

   

   

   

Reimbursement of investment adviser fee

   

$

(1,272

)

   

   

   

   

   

   

   

   

Fees paid indirectly from directed brokerage arrangements

   

   

(57,768

)

   

   

   

   

   

   

   

   


TOTAL REIMBURSEMENT AND EXPENSE REDUCTION

   

   

   

   

   

   

(59,040

)

   

   

   

   


Net expenses

   

   

   

   

   

   

   

   

   

   

5,035,913

   


Net operating loss

   

   

   

   

   

   

   

   

   

   

(2,128,765

)


Realized and Unrealized Gain (Loss) on Investments:

   

   

   

   

   

   

   

   

   

   

   

   

Net realized loss on investments

   

   

   

   

   

   

   

   

   

   

(16,570,728

)

Net change in unrealized depreciation of investments

   

   

   

   

   

   

   

   

   

   

51,658,990

   


Net realized and unrealized gain on investments

   

   

   

   

   

   

   

   

   

   

35,088,262

   


Change in net assets resulting from operations

   

   

   

   

   

   

   

   

   

$

32,959,497

   


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

 

Year Ended October 31

  

   

2003

   

  

   

2002

   

Increase (Decrease) in Net Assets

   

   

   

   

   

   

   

   

Operations:

   

   

   

   

   

   

   

   

Net operating loss

   

$

(2,128,765

)

   

$

(3,411,710

)

Net realized loss on investments

   

   

(16,570,728

)

   

   

(55,504,914

)

Net change in unrealized appreciation/depreciation of investments

   

   

51,658,990

   

   

   

(11,857,369

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

   

   

32,959,497

   

   

   

(70,773,993

)


Share Transactions:

   

   

   

   

   

   

   

   

Proceeds from sale of shares

   

   

39,384,842

   

   

   

41,258,837

   

Cost of shares redeemed

   

   

(74,782,316

)

   

   

(152,627,349

)


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

   

   

(35,397,474

)

   

   

(111,368,512

)


Change in net assets

   

   

(2,437,977

)

   

   

(182,142,505

)


Net Assets:

   

   

   

   

   

   

   

   

Beginning of period

   

   

282,137,695

   

   

   

464,280,200

   


End of period

   

$

279,699,718

   

   

$

282,137,695

   


See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

October 31, 2003

1. ORGANIZATION

Federated Equity Funds (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end, management investment company. The Trust consists of seven portfolios. The financial statements included herein are only those of Federated Large Cap Growth Fund (the "Fund"), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder's interest is limited to the portfolio in which shares are held. The Fund offers three classes of shares: Class A Shares, Class B Shares and Class C Shares. The investment objective of the Fund is to provide appreciation of capital.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles ("GAAP") in the United States of America.

Investment Valuation

Listed equity securities are valued at the last sale price reported on a national securities exchange. U.S. government securities are generally valued at the mean of the latest bid and asked prices as furnished by an independent pricing service. Short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, which approximates fair market value. Investments in other open-end regulated investment companies are valued at net asset value. Securities for which no quotations are readily available are valued at fair value as determined in good faith using methods approved by the Board of Trustees (the "Trustees").

Repurchase Agreements

It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement.

The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Trustees. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of collateral securities. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Investment Income, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value. The Fund offers multiple classes of shares, which differ in their respective distribution and service fees. All shareholders bear the common expenses of the Fund based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund's policy to comply with the Subchapter M provision of the Internal Revenue Code (the "Code") and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date.

Securities Lending

The Fund participates in a securities lending program providing for the lending of corporate bonds, equity and government securities to qualified brokers. Collateral for securities loaned is invested in an affiliated money market fund. Collateral is maintained at a minimum level of 102% of the market value on investments loaned, plus interest, if applicable. Earnings on collateral are allocated between the securities lending agent, as a fee for its services under the program, and the Fund, according to agreed-upon rates.

As of October 31, 2003, securities subject to this type of arrangement and related collateral were as follows:

Market Value of Securities Loaned

  

Market Value of Collateral

$3,590,461

   

$3,679,931


Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis.

3. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value) for each class of shares.

Transactions in shares were as follows:

Year Ended October 31

  

2003

2002

Class A Shares:

  

Shares

  

Amount

  

Shares

  

Amount

Shares sold

   

4,101,072

   

   

$

27,324,146

   

   

3,590,577

   

   

$

28,224,148

   

Shares redeemed

   

(6,336,912

)

   

   

(41,689,581

)

   

(9,974,031

)

   

   

(77,628,595

)


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

   

(2,235,840

)

   

$

(14,365,435

)

   

(6,383,454

)

   

$

(49,404,447

)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended October 31

2003

2002

Class B Shares:

Shares

Amount

Shares

Amount

Shares sold

   

1,494,114

   

   

$

9,784,919

   

   

1,363,274

   

   

$

10,810,222

   

Shares redeemed

   

(4,472,932

)

   

   

(28,412,747

)

   

(8,411,616

)

   

   

(62,773,760

)


NET CHANGE RESULTING FROM CLASS B SHARE TRANSACTIONS

   

(2,978,818

)

   

$

(18,627,828

)

   

(7,048,342

)

   

$

(51,963,538

)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended October 31

2003

2002

Class C Shares:

Shares

Amount

Shares

Amount

Shares sold

   

352,892

   

   

$

2,275,777

   

   

294,197

   

   

$

2,224,467

   

Shares redeemed

   

(733,756

)

   

   

(4,679,988

)

   

(1,604,831

)

   

   

(12,224,994

)


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

   

(380,864

)

   

$

(2,404,211

)

   

(1,310,634

)

   

$

(10,000,527

)


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

   

(5,595,522

)

   

$

(35,397,474

)

   

(14,742,430

)

   

$

(111,368,512

)


4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating losses.

For the year ended October 31, 2003, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)

Paid In Capital

  

Undistributed Net
Investment Income (Loss)

$(2,128,765)

   

$2,128,765


Net investment income, net realized gains (losses), as disclosed on the Statement of Operations, and net assets were not affected by this reclassification.

As of October 31, 2003, the components of distributable earnings on a tax basis were as follows:

Net unrealized appreciation

   

41,623,430


Capital loss carryforward

   

468,154,752


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to the tax deferral of losses on wash sales.

At October 31, 2003, the cost of investments for federal tax purposes was $242,514,666. The net unrealized appreciation of investments for federal tax purposes was $41,623,430. This consists of net unrealized appreciation from investment for those securities having an excess of value over cost of $43,376,761 and net unrealized depreciation from investments for those securities having an excess of cost over value of $1,753,331.

At October 31, 2003, the Fund had a capital loss carryforward of $468,154,752 which will reduce the Fund's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code, and thus will reduce the amount of the distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal tax. Pursuant to the Code, such capital loss carryforward will expire as follows:

Expiration Year

  

Expiration Amount

2007

   

$  5,068,154


2008

   

$  70,273,043


2009

   

$294,478,872


2010

   

$  76,646,626


2011

   

$  21,688,057


5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated Investment Management Company, the Fund's investment adviser (the "Adviser"), receives for its services an annual investment adviser fee equal to 0.75% of the Fund's average daily net assets. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund may invest in Prime Value Obligations Fund, which is managed by the Adviser. The Adviser has agreed to reimburse certain investment adviser fees as a result of these transactions. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $72,375 for the period.

Administrative Fee

Federated Services Company ("FServ"), under the Administrative Services Agreement ("Agreement"), provided the Fund with administrative personnel and services. The fee paid to FServ is based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

  

Average Aggregate Daily Net
Assets of the Federated Funds

0.150%

 

on the first $250 million

0.125%

 

on the next $250 million

0.100%

 

on the next $250 million

0.075%

 

on assets in excess of $750 million

The administrative fee received during any fiscal year shall be at least $125,000 per portfolio and $30,000 per each additional class of Shares.

On August 22, 2003 the Trustees approved a new Agreement. Effective November 1, 2003, Federated Administrative Services ("FAS") will provide the Fund with administrative personnel and services. The fee paid to FAS will be based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

  

Average Aggregate Daily Net
Assets of the Federated Funds

0.150%

 

on the first $5 billion

0.125%

 

on the next $5 billion

0.100%

 

on the next $10 billion

0.075%

 

on assets in excess of $20 billion

The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares.

FServ and FAS may voluntarily choose to waive any portion of their fee. FServ and FAS can modify or terminate this voluntary waiver at any time at their sole discretion.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the net assets of the Fund to finance activities intended to result in the sale of the Fund's Class A, Class B and Class C Shares. The Plan provides that the Fund may incur distribution expenses according to the following schedule annually, to compensate FSC.

Share Class Name

  

Percentage of Average Daily
Net Assets of Class

Class A Shares

 

0.25%

Class B Shares

 

0.75%

Class C Shares

 

0.75%

FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Sales Charges

For the fiscal year ended October 31, 2003, FSC retained $27,229 in sales charges from the sale of Class A Shares. FSC also retained $1,252 of contingent deferred sales charges relating to redemptions of Class C Shares. See "What Do Shares Cost?" in the Prospectus.

Shareholder Services Fee

Under the terms of a Shareholder Services Agreement with Federated Shareholder Services Company ("FSSC"), the Fund will pay FSSC up to 0.25% of average daily net assets of the Fund for the period. The fee paid to FSSC is used to finance certain services for shareholders and to maintain shareholder accounts. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

For the year ended October 31, 2003, Class A Shares did not incur a shareholder services fee.

Transfer and Dividend Disbursing Agent Fees and Expenses

FServ, through its subsidiary FSSC, serves as transfer and dividend disbursing agent for the Fund. The fee paid to FSSC is based on the size, type and number of accounts and transactions made by shareholders. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Portfolio Accounting Fees

FServ maintains the Fund's accounting records for which it receives a fee. The fee is based on the level of the Fund's average daily net assets for the period, plus out-of-pocket expenses. FServ may voluntarily choose to waive any portion of its fee. FServ can modify or terminate this voluntary waiver at any time at its sole discretion.

Expense Reduction

The Fund directs certain portfolio trades to a broker that in turn pays a portion of the Fund's operating expenses. For the year ended October 31, 2003, the Fund's expenses were reduced by $57,768 under these arrangements.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations (and in-kind contributions), for the year ended October 31, 2003, were as follows:

Purchases

  

$

325,690,308


Sales

   

$

358,171,092


7. LEGAL PROCEEDINGS

In October, 2003, Federated Investors, Inc. and various subsidiaries thereof (collectively, "Federated"), along with various investment companies sponsored by Federated ("Funds") were named as defendants in several class action lawsuits filed in the United States District Court for the Western District of Pennsylvania seeking damages of unspecified amounts. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. Federated and the Funds are reviewing the allegations and will respond appropriately. Additional lawsuits based upon similar allegations may be filed in the future. Although Federated does not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from related regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

8. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended October 31, 2003, the Fund did not designate any long-term capital gain dividends.

Independent Auditors' Report

TO THE BOARD OF TRUSTEES OF FEDERATED EQUITY FUNDS AND
SHAREHOLDERS OF FEDERATED LARGE CAP GROWTH FUND:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Federated Large Cap Growth Fund (the "Fund") (a portfolio of the Federated Equity Funds) as of October 31, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to provide reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of the securities owned as of October 31, 2003, by correspondence with the custodian and brokers; where replies were not received alternative procedures were performed. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2003, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and its financial highlights for the respective stated periods in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts
December 17, 2003

Board of Trustees and Trust Officers

The Board is responsible for managing the Fund's business affairs and for exercising all the Fund's powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Trust. Where required, the tables separately list Board members who are "interested persons" of the Fund (i.e., "Interested" Board members) and those who are not (i.e., "Independent" Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. The Federated Fund Complex consists of 44 investment companies (comprising 138 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex; serves for an indefinite term; and also serves as a Board member of the following investment company complexes: Banknorth Funds--four portfolios; WesMark Funds--five portfolios and Golden Oak® Family of Funds--seven portfolios. The Fund's Statement of Additional Information includes additional information about Fund's Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND

 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s), Other Directorships Held
and Previous Position(s)

John F. Donahue*
Birth Date: July 28, 1924
CHAIRMAN AND TRUSTEE
Began serving: April 1984

 

Principal Occupations: Chairman and Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.

 

 

 


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: January 2000

 

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.

 

 

 


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 1987

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.

 

 

 


* Family relationships and reasons for "interested" status: John F. Donahue is the father of J. Christopher Donahue; both are "interested" due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is "interested" because his son-in-law is employed by the Fund's principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND

 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s),
Other Directorships Held and Previous Position(s)

Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: October 1995

 

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children's Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.

 

 

 


John T. Conroy, Jr.
Birth Date: June 23, 1937
Grubb & Ellis/Investment
Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.

 

 

 


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: February 1998

 

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.

 

 

 


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: January 1999

 

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.

 

 

 


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupation: Director or Trustee of the Federated Fund Complex; Management Consultant.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.

 

 

 


 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s),
Other Directorships Held and Previous Position(s)

Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant; Executive Vice President, DVC Group, Inc. (marketing communications and technology) (prior to 9/1/00).

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University.

 

 

 


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: February 1995

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Consulting Partner, Mollica & Murray.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.

 

 

 


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: April 1984

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Public Relations/Marketing Consultant/Conference Coordinator.

Previous Positions: National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.

 

 

 


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.

 

 

 


OFFICERS

 

 

 


Name
Birth Date
Positions Held with Trust
Date Service Began

  

Principal Occupation(s) and Previous Position(s)

John W. McGonigle
Birth Date: October 26, 1938
EXECUTIVE VICE PRESIDENT
AND SECRETARY
Began serving: April 1984

 

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Executive Vice President, Secretary and Director, Federated Investors, Inc.

 

 

 


Richard J. Thomas
Birth Date: June 17, 1954
TREASURER
Began serving: November 1998

 

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services.

 

 

 


Richard B. Fisher
Birth Date: May 17, 1923
VICE PRESIDENT
Began serving: April 1984

 

Principal Occupations: Vice Chairman or President of some of the Funds in the Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Chairman, Federated Securities Corp.

Previous Positions: President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc. and Director and Chief Executive Officer, Federated Securities Corp.

 

 

 


Stephen F. Auth
Birth Date: September 3, 1956
CHIEF INVESTMENT OFFICER
Began serving: November 2002

 

Principal Occupations: Chief Investment Officer of this Fund and various other Funds in the Federated Fund Complex; Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp., Federated Investment Management Company and Passport Research, Ltd.

Previous Positions: Senior Vice President, Global Portfolio Management Services Division; Senior Vice President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio Manager, Prudential Investments.

 

 

 


Lawrence Auriana
Birth Date: January 8, 1944
VICE PRESIDENT
Began serving: November 2001

 

Lawrence Auriana is Vice President of the Trust. Mr. Auriana joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Auriana was President and Treasurer of Edgemont Asset Management Corp., and Chairman of the Board and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Auriana earned a B.S. in economics from Fordham University and has been engaged in the securities business since 1965.

 

 

 


 

 

 


Name
Birth Date
Positions Held with Trust
Date Service Began

  

Principal Occupation(s) and Previous Position(s)

James E. Grefenstette
Birth Date: November 7, 1962
VICE PRESIDENT
Began serving: November 1998

 

James E. Grefenstette is Vice President of the Trust. Mr. Grefenstette joined Federated in 1992 and has been a Portfolio Manager since 1994. Mr. Grefenstette became a Senior Vice President of the Fund's Adviser in January 2000. He served as a Vice President of the Fund's Adviser from 1996 through 1999 and was an Assistant Vice President of the Fund's Adviser from 1994 until 1996. Mr. Grefenstette is a Chartered Financial Analyst; he received his M.S. in Industrial Administration from Carnegie Mellon University.

 

 

 


Hans P. Utsch
Birth Date: July 3, 1936
VICE PRESIDENT
Began serving: November 2001

 

Hans P. Utsch is Vice President of the Trust. Mr. Utsch joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Utsch was Chairman of the Board and Secretary of Edgemont Asset Management Corp., and President and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Utsch graduated from Amherst College and holds an M.B.A. from Columbia University. He has been engaged in the securities business since 1962.

 

 

 


Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund's prospectus, which contains facts concerning its objective and policies, management fees, expenses and other information.

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-341-7400. This information is also available from the EDGAR database on the SEC's Internet site at http://www.sec.gov.

Federated Investors
World-Class Investment Manager

Federated Large Cap Growth Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
www.federatedinvestors.com

Contact us at 1-800-341-7400 or
www.federatedinvestors.com/contact

Federated Securities Corp., Distributor

Cusip 314172842
Cusip 314172834
Cusip 314172826

Federated is a registered mark of Federated Investors, Inc. 2003 ©Federated Investors, Inc.

G02516-01 (12/03)

 

Federated Investors
World-Class Investment Manager

Federated Market Opportunity Fund

Established 2000

A Portfolio of Federated Equity Funds

3RD ANNUAL SHAREHOLDER REPORT

October 31, 2003

FINANCIAL HIGHLIGHTS

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT

BOARD OF TRUSTEES AND TRUST OFFICERS

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

Financial Highlights -- Class A Shares

(For a Share Outstanding Throughout Each Period)

  

Year Ended October 31,

  

Period
Ended

  

2003

   

  

2002

   

  

10/31/2001

1

Net Asset Value, Beginning of Period

   

$10.77

   

   

$11.14

   

   

$10.00

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

Net investment income

   

0.44

   

   

0.39

2

   

0.42

   

Net realized and unrealized gain (loss) on investments and foreign currency transactions

   

1.57

   

   


(0.30

)2

   


1.13

   


TOTAL FROM INVESTMENT OPERATIONS

   

2.01

   

   

0.09

   

   

1.55

   


Less Distributions:

   

   

   

   

   

   

   

   

   

Distributions from net investment income

   

(0.40

)

   

(0.42

)

   

(0.41

)

Distributions from net realized gain on investments and foreign currency transactions

   

(0.06

)

   

(0.04

)

   

--

   


TOTAL DISTRIBUTIONS

   

(0.46

)

   

(0.46

)

   

(0.41

)


Net Asset Value, End of Period

   

$12.32

   

   

$10.77

   

   

$11.14

   


Total Return3

   

19.09

%

   

0.56

%

   

15.67

%


 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   


Expenses

   

1.29

%4

   

1.31

%4

   

1.28

%5


Net investment income

   

3.90

%

   

3.90

%2

   

4.63

%5


Expense waiver/reimbursement6

   

0.00

%7

   

0.00

%7

   

0.99

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$480,376

   

   

$189,611

   

   

$36,774

   


Portfolio turnover

   

115

%

   

105

%

   

60

%


1 Reflects operations for the period from December 4, 2000 (start of performance) to October 31, 2001.

2 Effective November 1, 2001, the Fund adopted the provisions of the American Institute of Certified Public Accountants (AICPA) Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. The effect of this change for the year ended October 31, 2002 was to increase net investment income per share by $0.01, decrease net realized and unrealized gain/loss per share by $0.01, and increase the ratio of net investment income to average net assets from 3.75% to 3.90%. Per share, ratios and supplemental data for periods prior to November 1, 2001 have not been restated to reflect this change in presentation.

3 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

4 The expense ratios are calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratio is 1.28% and 1.31% after taking into account these expense reductions for the years ended October 31, 2003 and 2002, respectively.

5 Computed on an annualized basis.

6 This voluntary expense decrease is reflected in both the expense and the net investment income ratios shown above.

7 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Financial Highlights -- Class B Shares

(For a Share Outstanding Throughout Each Period)

  

Year Ended October 31,

  

Period
Ended

  

2003

   

  

2002

   

  

10/31/2001

1

Net Asset Value, Beginning of Period

   

$10.74

   

   

$11.12

   

   

$10.00

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

Net investment income

   

0.34

   

   

0.35

2

   

0.38

   

Net realized and unrealized gain (loss) on investments and foreign currency transactions

   

1.57

   

   


(0.35

)2

   


1.10

   


TOTAL FROM INVESTMENT OPERATIONS

   

1.91

   

   

0.00

   

   

1.48

   


Less Distributions:

   

   

   

   

   

   

   

   

   

Distributions from net investment income

   

(0.32

)

   

(0.34

)

   

(0.36

)

Distributions from net realized gain on investments and foreign currency transactions

   

(0.06

)

   

(0.04

)

   

--

   


TOTAL DISTRIBUTIONS

   

(0.38

)

   

(0.38

)

   

(0.36

)


Net Asset Value, End of Period

   

$12.27

   

   

$10.74

   

   

$11.12

   


Total Return3

   

18.16

%

   

(0.19

)%

   

15.00

%


 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   


Expenses

   

2.04

%4

   

2.06

%4

   

2.03

%5


Net investment income

   

3.14

%

   

3.30

%2

   

3.81

%5


Expense waiver/reimbursement6

   

0.00

%7

   

0.00

%7

   

0.99

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$248,695

   

   

$115,531

   

   

$33,481

   


Portfolio turnover

   

115

%

   

105

%

   

60

%


1 Reflects operations for the period from December 4, 2000 (start of performance) to October 31, 2001.

2 Effective November 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. The effect of this change for the year ended October 31, 2002 was to increase net investment income per share by $0.01, decrease net realized and unrealized gain/loss per share by $0.01, and increase the ratio of net investment income to average net assets from 3.16% to 3.30%. Per share, ratios and supplemental data for periods prior to November 1, 2001 have not been restated to reflect this change in presentation.

3 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

4 The expense ratios are calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratio is 2.03% and 2.06% after taking into account these expense reductions for the years ended October 31, 2003 and 2002, respectively.

5 Computed on an annualized basis.

6 This voluntary expense decrease is reflected in both the expense and the net investment income ratios shown above.

7 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Financial Highlights -- Class C Shares

(For a Share Outstanding Throughout Each Period)

  

Year Ended October 31,

  

Period
Ended

  

2003

   

  

2002

   

  

10/31/2001

1

Net Asset Value, Beginning of Period

   

$10.73

   

   

$11.11

   

   

$10.00

   

Income From Investment Operations:

   

   

   

   

   

   

   

   

   

Net investment income

   

0.32

   

   

0.36

2

   

0.37

   

Net realized and unrealized gain (loss) on investments and foreign currency transactions

   

1.58

   

   


(0.36

)2

   


1.10

   


TOTAL FROM INVESTMENT OPERATIONS

   

1.90

   

   

0.00

   

   

1.47

   


Less Distributions:

   

   

   

   

   

   

   

   

   

Distributions from net investment income

   

(0.32

)

   

(0.34

)

   

(0.36

)

Distributions from net realized gain on investments and foreign currency transactions

   

(0.06

)

   

(0.04

)

   

--

   


TOTAL DISTRIBUTIONS

   

(0.38

)

   

(0.38

)

   

(0.36

)


Net Asset Value, End of Period

   

$12.25

   

   

$10.73

   

   

$11.11

   


Total Return3

   

18.11

%

   

(0.20

)%

   

14.90

%


 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

   

   

   

   

   

   

   

   

   


Expenses

   

2.04

%4

   

2.06

%4

   

2.03

%5


Net investment income

   

3.04

%

   

3.29

%2

   

3.80

%5


Expense waiver/reimbursement6

   

0.00

%7

   

0.00

%7

   

0.99

%5


Supplemental Data:

   

   

   

   

   

   

   

   

   


Net assets, end of period (000 omitted)

   

$189,539

   

   

$56,586

   

   

$17,845

   


Portfolio turnover

   

115

%

   

105

%

   

60

%


1 Reflects operations for the period from December 4, 2000 (start of performance) to October 31, 2001.

2 Effective November 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. The effect of this change for the year ended October 31, 2002 was to increase net investment income per share by $0.01, decrease net realized and unrealized gain/loss per share by $0.01, and increase the ratio of net investment income to average net assets from 3.15% to 3.29%. Per share, ratios and supplemental data for periods prior to November 1, 2001 have not been restated to reflect this change in presentation.

3 Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

4 The expense ratios are calculated without reduction for fees paid indirectly for directed brokerage arrangements. The expense ratio is 2.03% and 2.06% after taking into account these expense reductions for the years ended October 31, 2003 and 2002, respectively.

5 Computed on an annualized basis.

6 This voluntary expense decrease is reflected in both the expense and the net investment income ratios shown above.

7 Represents less than 0.01%.

See Notes which are an integral part of the Financial Statements

Management Discussion of Fund Performance

CURRENT STRATEGY

Market Overview

The stock market rebounded sharply over the last 12 months, particularly in the most speculative areas of the market. The Standard & Poor's 500 Index (S&P 500)1 returned 20.79%, and the NASDAQ Composite Index2 returned 45.97%.

Fund Performance

Federated Market Opportunity Fund Class A Shares returned 19.09%,3 versus 33.47% for its market index benchmark the Russell Mid-Cap Value Index4 and 23.80% for the 70% Russell Mid-Cap Value Index/30% Merrill Lynch 91 Day Treasury Bill Index.4

Gold, energy, and real estate stocks were the fund's best holdings. Gold stocks (6% of net assets)5 were led by Anglogold, Placer Dome, and Lihir Gold. Energy stocks were led by Husky Energy, which returned 73%, and Santos, Norsk Hydro, and OMV (which each returned 35%). UK grocery retailer Safeway returned 55% after receiving several takeover bids. The real estate sector, which has been the fund's largest holding since its inception, also contributed significantly. As a result of the sharp gains in this sector over the last three years, we have sharply reduced our emphasis on this sector.

The fund's performance was positively affected due to the falling value of the U.S. dollar, as this resulted in an increase of our non-U.S. holdings. Of particular interest was the Australian dollar, which rose more than 25% versus the U.S. dollar, the euro which rose 16%, and the Canadian dollar which rose 16%. These currency gains not only benefited our stock holdings in these regions, but also benefited our non-U.S. government treasury bills as well.

The weakest holdings in a surging, speculative market were the fund's put options. During the reporting period, the fund built a position in put options mainly in the technology sector. The puts, which rise in value when the underlying stocks fall, were designed to help protect the fund's net asset value in a falling stock market. The puts on the Nasdaq 100, Intel, eBay, Yahoo, and others performed poorly, as they generally declined in value as the speculative technology sector rose sharply in value. Other poorly performing holdings were two Japanese drug producers, Yamanouchi and Takeda Chemical, UNUM (Insurance), and Aquila (utilities and energy).

1 S&P 500 is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

2 Nasdaq Composite Index is an unmanaged index that measures all Nasdaq domestic and non-U.S.-based common stocks listed on the Nasdaq Stock Market.

3 Past performance is no guarantee of future results. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Total returns based on offering price (i.e., less any applicable sales charge) for Class A Shares, Class B Shares and Class C Shares were 12.51%, 12.66% and 15.92%, respectively. Current performance information is available at our website www.federatedinvestors.com or by calling 1-800-341-7400.

4 Russell Midcap® Value Index measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The stocks are also members of the Russell 1000 Value Index. The Merrill Lynch 91 Day Treasury Bill Index is an unmanaged index tracking 91 day U.S. government securities.

5 Investments in gold and precious metals may be subject to additional risks.

Positioning and Strategy

The fund is positioned for a much more adverse financial market environment. Extraordinarily large cash reserves (43% of net assets), put options (2% of net assets), and gold stocks (6% of net assets) reflect the view of serious risks in the financial system and dangerously high valuations of U.S. stocks.

U.S. stocks comprise a record low 7% of the fund's net assets. U.S. stocks are the most expensive in history, with the exception of the 1995-2000 bubble. Structural imbalances also have left the U.S. massively in debt to the rest of the world. While many market observers see renewed economic growth and a bull stock market, the fund is positioned for a classic post-bubble period of rehabilitation of our financial system.

The fund holds 36% of net assets in foreign stocks6 and 8% of net assets in non-U.S. government short-term instruments. These substantial non-dollar investments are expected to benefit from a likely decline in the foreign exchange value of the dollar. However, they may also be the fund's biggest risk. A sustained increase in the value of the dollar would reduce the value of the fund's non-U.S. holdings, other factors unchanged.

High-yield bonds remain 5% of net assets.7 Though the sector has rallied sharply in the last year, the interest-rate spread above U.S. Treasury security yields is still above normal.

Real estate stocks are 9% of net assets, but only 2% are in the U.S. U.S. real estate sector stocks were 28% of net assets last year, but high valuations, poor real estate fundamentals, and insider selling warrant the smaller stake at fiscal year end. Several non-U.S. real estate stocks, particularly in Australian shopping centers, seem more attractive.

Energy stocks are 10% of net assets. Though over the near term energy supplies seem ample, most are in volatile regions of the world. Other sectors include Materials (7% of net assets, including 6% of net assets in gold stocks), Consumer Staples (6% of net assets), Utilities (4% of net assets), and Healthcare (3% of net assets). Gold, which has been a positive contributor to the portfolio over the past two and a half years, is intended to provide insurance against currency weakness or a global crisis.

There are several sectors not represented in the portfolio, mainly because they are overvalued: technology, Industrial, Consumer Discretionary and banks.

In summary, the fund's positioning reflects an extreme emphasis on capital protection at a time of what appears to be a high risk of a large market decline. Opportunities invariably arise, and we believe the fund has the means to take advantage of them.

6 International investing involves special risks including currency risk, increased volatility of foreign securities, and differences in auditing and other financial standards.

7 High-yield, lower-rated securities generally entail greater market, credit and liquidity risks than investment grade securities.

GROWTH OF A $10,000 INVESTMENT - CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Market Opportunity Fund (Class A Shares) (the "Fund") from December 4, 2000 (start of performance) to October 31, 2003 compared to the Russell Midcap Value Index (RMCV)2 and the 70% Russell Midcap Value Index/30% Merrill Lynch 91 Day Treasury Bill Index (70%RMCV/30%ML91DTB).2

Average Annual Total Return3 for the Period Ended 10/31/2003

  

1 Year

   

12.51%


Start of Performance (12/4/2000)

   

9.71%


Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Fund's performance assumes the reinvestment of all dividends and distributions. The RMCV and the 70%RMCV/30%ML91DTB have been adjusted to reflect reinvestment of all dividends on securities in the index.

2 The RMCV and the 70%RMCV/30%ML91DTB are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 Total returns quoted reflect all applicable sales charges.

GROWTH OF A $10,000 INVESTMENT - CLASS B SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Market Opportunity Fund (Class B Shares) (the "Fund") from December 4, 2000 (start of performance) to October 31, 2003 compared to the Russell Midcap Value Index (RMCV)2 and the 70% Russell Midcap Value Index/30% Merrill Lynch 91 Day Treasury Bill Index (70%RMCV/30%ML91DTB).2

Average Annual Total Return3 for the Period Ended 10/31/2003

  

1 Year

   

12.66%


Start of Performance (12/4/2000)

   

9.91%


Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund reflects a 4.00% contingent deferred sales charge on any redemption less than three years from the purchase date. The maximum contingent deferred sales charge is 5.50% on any redemption less than one year from the purchase date. The Fund's performance assumes the reinvestment of all dividends and distributions. The RMCV and the 70%RMCV/30%ML91DTB have been adjusted to reflect reinvestment of dividends on securities in the index.

2 The RMCV and the 70%RMCV/30%ML91DTB are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 Total returns quoted reflect all applicable contingent deferred sales charges.

GROWTH OF A $10,000 INVESTMENT - CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated Market Opportunity Fund (Class C Shares) (the "Fund") from December 4, 2000 (start of performance) to October 31, 2003 compared to the Russell Midcap Value Index (RMCV)2 and the 70% Russell Midcap Value Index/30% Merrill Lynch 91 Day Treasury Bill Index (70%RMCV/30%ML91DTB).2

Average Annual Total Return3 for the Period Ended 10/31/2003

  

1 Year

   

15.92%


Start of Performance (12/4/2000)

   

10.62%


Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, visit www.federatedinvestors.com. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. A 1.00% contingent deferred sales charge would be applied on any redemption less than one year from the purchase date. Effective April 1, 2003, the Fund began to charge a maximum sales charge of 1.00%. The Fund's performance assumes the reinvestment of all dividends and distributions. The RMCV and the 70%RMCV/30%ML91DTB have been adjusted to reflect reinvestment of dividends on securities in the index.

2 The RMCV and the 70%RMCV/30%ML91DTB are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged.

3. Total returns quoted reflect all applicable contingent deferred sales charges.

Portfolio of Investments

October 31, 2003

Shares

  

  

Value

   

   

   

COMMON STOCKS--40.9%

   

   

   

   

   

   

Beverages--1.1%

   

   

   

   

1,298,000

   

Kirin Brewery Co. Ltd.

   

$

10,361,838


   

   

   

Containers & Packaging--0.7%

   

   

   

   

259,582

   

Mayr-Melnhof Karton AG, ADR

   

   

6,485,111


   

   

   

Diversified Telecommunication Services--1.5%

   

   

   

   

503,000

   

Chunghwa Telecom Co. Ltd., ADR

   

   

7,786,440

   

346,300

   

Telstra Corp. Ltd., ADR

   

   

5,821,303


   

   

   

TOTAL

   

   

13,607,743


   

   

   

Electric Utilities--1.4%

   

   

   

   

123,200

   

Scottish & Southern Energy PLC, ADR

   

   

12,826,143


   

   

   

Food & Staples Retailing--1.7%

   

   

   

   

172,200

   

Alliance Unichem PLC

   

   

1,569,729

   

350,800

   

Boots Group PLC, ADR

   

   

8,482,905

   

137,200

   

Celesio AG

   

   

5,734,660


   

   

   

TOTAL

   

   

15,787,294


   

   

   

Food Products--2.6%

   

   

   

   

455,200

   

Bunge Ltd.

   

   

12,335,920

   

2,130,900

   

Tate & Lyle

   

   

11,139,847


   

   

   

TOTAL

   

   

23,475,767


   

   

   

Household Products--0.6%

   

   

   

   

100,200

   

Kimberly-Clark Corp.

   

   

5,291,562


   

   

   

Leisure Equipment & Products--0.8%

   

   

   

   

252,900

   

Fuji Photo Film Co., ADR

   

   

7,587,000


   

   

   

Metals & Mining--6.1%

   

   

   

   

239,100

   

Anglogold Ltd., ADR

   

   

9,238,824

   

405,500

   

Barrick Gold Corp.

   

   

7,895,085

   

957,000

   

Harmony Gold Mining Co. Ltd., ADR

   

   

14,469,840

   

1,293,000

   

Lihir Gold Ltd.

   

   

1,556,585

   

169,000

   

Lihir Gold Ltd., ADR

   

   

4,111,770

   

1,194,300

   

Placer Dome, Inc.

   

   

18,428,049


   

   

   

TOTAL

   

   

55,700,153


Shares

  

  

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Multi-Utilities & Unregulated Power--1.5%

   

   

   

   

1,461,600

   

United Utilities PLC

   

11,681,348

   

450,555

1

United Utilities PLC, Class A

   

   

2,128,071


   

   

   

TOTAL

   

   

13,809,419


   

   

   

Oil & Gas--10.0%

   

   

   

   

167,200

   

CNOOC Ltd., ADR

   

   

6,295,080

   

118,600

   

ChevronTexaco Corp.

   

   

8,811,980

   

160,200

   

EnCana Corp.

   

   

5,506,074

   

1,096,000

   

Husky Energy, Inc.

   

   

17,997,998

   

296,700

   

Nexen, Inc.

   

   

8,320,647

   

402,700

   

OMV AG, ADR

   

   

10,299,334

   

1,001,800

   

Santos Ltd., ADR

   

   

17,481,410

   

862,800

   

Statoil ASA

   

   

8,099,178

   

971,800

   

Statoil ASA, ADR

   

   

9,134,920


   

   

   

TOTAL

   

   

91,946,621


   

   

   

Paper & Forest Products--0.5%

   

   

   

   

4,312,600

   

Carter Holt Harvey Ltd.

   

   

4,833,492


   

   

   

Pharmaceuticals--3.0%

   

   

   

   

130,200

   

GlaxoSmithKline PLC, ADR

   

   

5,636,358

   

318,200

   

Takeda Chemical Industries Ltd.

   

   

11,241,468

   

420,900

   

Yamanouchi Pharmaceutical Co., Ltd.

   

   

10,550,213


   

   

   

TOTAL

   

   

27,428,039


   

   

   

Real Estate--8.5%

   

   

   

   

8,966,800

   

CFS Gandel Retail Trust

   

   

8,191,294

   

9,305,500

   

Deutsche Office Trust

   

   

7,314,557

   

5,685,800

   

General Property Trust

   

   

11,233,656

   

146,300

   

Heritage Property Investment

   

   

4,125,660

   

618,500

   

Land Securities Group PLC

   

   

9,450,996

   

76,000

   

Pan Pacific Retail Properties, Inc.

   

   

3,370,600

   

179,000

   

Reckson Associates Realty Corp., Class B

   

   

4,000,650

   

180,600

   

Regency Centers Corp.

   

   

6,696,648

   

235,085

   

Rodamco Europe NV, Foreign Shares

   

   

11,982,310

   

5,062,300

   

Westfield Trust

   

   

11,937,611


   

   

   

TOTAL

   

   

78,303,982


Shares or
Principal
Amount

  

  

Value

   

   

   

COMMON STOCKS--continued

   

   

   

   

   

   

Water Utilities--0.9%

   

   

   

   

768,037

   

Pennon Group PLC

   

8,316,797


   

   

   

TOTAL COMMON STOCKS (IDENTIFIED COST $325,520,897)

   

   

375,760,961


   

   

   

CORPORATE BONDS--4.3%

   

   

   

   

   

   

Commercial Services & Supplies--0.7%

   

   

   

5,800,000

   

United Rentals, Inc., Company Guarantee, Series B, 10.75%, 4/15/2008

   

   

6,525,000


   

   

   

Electric Utilities--0.7%

   

   

   

   

5,800,000

   

CMS Energy Corp., Sr. Note, 8.50%, 4/15/2011

   

   

6,090,000


   

   

   

Multi-Utilities & Unregulated Power--2.9%

   

   

   

   

7,450,000

   

El Paso Corp., 6.75%, 5/15/2009

   

   

6,444,250

   

2,850,000

   

El Paso Corp., Note, 6.95%, 12/15/2007

   

   

2,565,000

   

8,150,000

   

PSEG Energy Holdings, Sr. Note, 10.00%, 10/1/2009

   

   

8,873,312

   

8,800,000

   

Williams Cos., Inc. (The), Note, 7.875%, 9/1/2021

   

   

8,756,000


   

   

   

TOTAL

   

   

26,638,562


   

   

   

TOTAL CORPORATE BONDS (IDENTIFIED COST $35,001,487)

   

   

39,253,562


   

   

   

GOVERNMENTS/AGENCIES--7.7%

   

   

   

   

9,600,000

   

Australia, Government of, Foreign Gov't. Guarantee, 9.00%, 9/15/2004

   

   

7,017,144

   

9,500,000

   

Canada, Government of, Bond, 5.00%, 12/1/2003

   

   

7,231,812

   

6,450,000

   

France, Government of, Note, 3.50%, 7/12/2004

   

   

7,554,602

   

5,400,000

   

Netherlands, Government of, 5.75%, 1/15/2004

   

   

6,312,933

   

16,000,000

   

New Zealand, Government of, Bond, 6.50%, 2/15/2005

   

   

9,910,139

   

17,500,000

   

New Zealand, Government of, Treasury Bill, 9/22/2004

   

   

10,221,104

   

52,000,000

   

Norway, Government of, Treasury Bill, 12/17/2003

   

   

7,317,964

   

60,000,000

   

Sweden, Government of, 5.00%, 1/15/2004

   

   

7,717,932

   

6,400,000

   

Treuhandanstalt, Foreign Gov't. Guarantee, 6.00%, 11/12/2003

   

   

7,436,965


   

   

   

TOTAL GOVERNMENTS/AGENCIES (IDENTIFIED COST $67,551,717)

   

   

70,720,595


   

   

   

PREFERRED STOCKS--0.7%

   

   

   

   

   

   

Electric Utilities--0.7%

   

   

   

   

31,100

   

TXU Corp., Conv. Pfd., $4.38

   

   

1,051,180

   

159,700

   

TXU Corp., PRIDES, $4.06

   

   

5,290,861


   

   

   

TOTAL PREFERRED STOCKS (IDENTIFIED COST $6,168,334)

   

   

6,342,041


Shares

  

  

Value

   

   

   

PURCHASE PUT OPTIONS--2.3%

   

   

   

   

3,500

   

Altera Corp., expiration date 12/2003

   

1,015,000

   

2,700

   

Ask Jeeves, Inc., expiration date 12/2003

   

   

1,660,500

   

3,000

   

99 Cents Only Stores, expiration date 1/2004

   

   

3,060,000

   

2,800

   

Carnival Corp., expiration date 1/2004

   

   

1,512,000

   

2,500

   

Cognizant Technology Solutions Corp., expiration date 1/2004

   

   

900,000

   

2,600

   

eBay, Inc., expiration date 1/2004

   

   

2,002,000

   

3,200

   

Intersil Holding Corp., expiration date 1/2004

   

   

2,992,000

   

1,900

   

Mercury Interactive Corp., expiration date 1/2004

   

   

1,776,500

   

3,000

   

NASDAQ 100 Shares, expiration date 1/2004

   

   

1,230,000

   

4,700

   

PMC-Sierra, Inc., expiration date 1/2004

   

   

1,339,500

   

1,800

   

Sandisk Corp., expiration date 1/2004

   

   

508,500

   

2,700

   

Scientific-Atlanta, Inc., expiration date 1/2004

   

   

2,875,500

   

2,300

   

Tiffany & Co., expiration date 2/2004

   

   

552,000


   

   

   

TOTAL PURCHASE PUT OPTIONS (IDENTIFIED COST $28,185,845)

   

   

21,423,500


   

   

   

MUTUAL FUNDS--42.6%2

   

   

   

   

345,431,518

   

Prime Value Obligations Fund, Class IS

   

   

345,431,518

   

6,807,109

   

High Yield Bond Portfolio

   

   

46,288,338


   

   

   

TOTAL MUTUAL FUNDS (IDENTIFIED COST $388,209,371)

   

   

391,719,856


   

   

   

TOTAL INVESTMENTS--98.5%
(IDENTIFIED COST $850,637,651)3

   

   

905,220,515


   

   

   

OTHER ASSETS AND LIABILITIES -- NET--1.5%

   

   

13,389,490


   

   

   

TOTAL NET ASSETS--100%

   

$

918,610,005


1 Non-income producing security.

2 Affiliated companies.

3 The cost of investments for federal tax purposes amounts to $853,026,238.

Note: The categories of investments are shown as a percentage of total net assets at October 31, 2003.

The following acronyms are used throughout this portfolio:

ADR

--American Depositary Receipt

PRIDES

--Preferred Redeemable Increased Dividend Equity Securities

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

October 31, 2003

Assets:

  

   

   

  

   

   

   

Total investments in securities, at value including $391,719,856 of investments in affiliated issuers (identified cost $850,637,651)

   

   

   

   

$

905,220,515

   

Cash

   

   

   

   

   

4,999,412

   

Income receivable

   

   

   

   

   

51,048

   

Receivable for shares sold

   

   

   

   

   

13,694,716

   


TOTAL ASSETS

   

   

   

   

   

923,965,691

   


Liabilities:

   

   

   

   

   

   

   

Payable for investments purchased

   

$

2,475,750

   

   

   

   

Payable for cash denominated in foreign currencies (identified cost $1,187,096)

   

   

1,195,520

   

   

   

   

Payable for shares redeemed

   

   

1,102,212

   

   

   

   

Payable for transfer and dividend disbursing agent fees and expenses (Note 6)

   

   

56,921

   

   

   

   

Payable for portfolio accounting fees (Note 6)

   

   

7,427

   

   

   

   

Payable for distribution service fee (Note 6)

   

   

266,462

   

   

   

   

Payable for shareholder services fee (Note 6)

   

   

188,299

   

   

   

   

Accrued expenses

   

   

63,095

   

   

   

   


TOTAL LIABILITIES

   

   

   

   

   

5,355,686

   


Net assets for 74,735,262 shares outstanding

   

   

   

   

$

918,610,005

   


Net Assets Consist of:

   

   

   

   

   

   

   

Paid in capital

   

   

   

   

$

865,991,729

   

Net unrealized appreciation of investments and translation of assets and
liabilities in foreign currency

   


   

   

   


54,615,799

   

Accumulated net realized loss on investments and foreign currency transactions

   

   

   

   

   

(8,068,408

)

Undistributed net investment income

   

   

   

   

   

6,070,885

   


TOTAL NET ASSETS

   

   

   

   

$

918,610,005

   


Net Asset Value, Offering Price and Redemption Proceeds Per Share

   

   

   

   

   

   

   

Class A Shares:

   

   

   

   

   

   

   

Net asset value per share ($480,375,762 ÷ 38,995,185 shares outstanding)

   

   

   

   

   

$12.32

   


Offering price per share (100/94.50 of $12.32)1

   

   

   

   

   

$13.04

   


Redemption proceeds per share

   

   

   

   

   

$12.32

   


Class B Shares:

   

   

   

   

   

   

   

Net asset value per share ($248,695,406 ÷ 20,271,083 shares outstanding)

   

   

   

   

   

$12.27

   


Offering price per share

   

   

   

   

   

$12.27

   


Redemption proceeds per share (94.50/100 of $12.27)1

   

   

   

   

   

$11.60

   


Class C Shares:

   

   

   

   

   

   

   

Net asset value per share ($189,538,837 ÷ 15,468,994 shares outstanding)

   

   

   

   

   

$12.25

   


Offering price per share (100/99.00 of $12.25)1

   

   

   

   

   

$12.37

   


Redemption proceeds per share (99.00/100 of $12.25)1

   

   

   

   

   

$12.13

   


1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended October 31, 2003

Investment Income:

  

   

   

   

  

   

   

   

  

   

   

   

Dividends (Including $4,755,503 received from affiliated issuers (Note 6) and net of foreign taxes withheld of $1,188,074)

   

   

   

   

   

   

   

   

   

$

27,472,336

   

Interest (including income on securities loaned of $50,743 and net of foreign taxes withheld of $35,435)

   

   

   

   

   

   

   

   

   

   

4,443,760

   


TOTAL INCOME

   

   

   

   

   

   

   

   

   

   

31,916,096

   


Expenses:

   

   

   

   

   

   

   

   

   

   

   

   

Investment adviser fee (Note 6)

   

   

   

   

   

$

4,636,674

   

   

   

   

   

Administrative personnel and services fee (Note 6)

   

   

   

   

   

   

464,904

   

   

   

   

   

Custodian fees

   

   

   

   

   

   

77,479

   

   

   

   

   

Transfer and dividend disbursing agent fees and expenses (Note 6)

   

   

   

   

   

   

850,341

   

   

   

   

   

Directors'/Trustees' fees

   

   

   

   

   

   

3,056

   

   

   

   

   

Auditing fees

   

   

   

   

   

   

8,563

   

   

   

   

   

Legal fees

   

   

   

   

   

   

4,299

   

   

   

   

   

Portfolio accounting fees (Note 6)

   

   

   

   

   

   

131,995

   

   

   

   

   

Distribution services fee--Class B Shares (Note 6)

   

   

   

   

   

   

1,329,604

   

   

   

   

   

Distribution services fee--Class C Shares (Note 6)

   

   

   

   

   

   

755,358

   

   

   

   

   

Shareholder services fee--Class A Shares (Note 6)

   

   

   

   

   

   

850,572

   

   

   

   

   

Shareholder services fee--Class B Shares (Note 6)

   

   

   

   

   

   

443,201

   

   

   

   

   

Shareholder services fee--Class C Shares (Note 6)

   

   

   

   

   

   

251,786

   

   

   

   

   

Share registration costs

   

   

   

   

   

   

144,323

   

   

   

   

   

Printing and postage

   

   

   

   

   

   

115,203

   

   

   

   

   

Insurance premiums

   

   

   

   

   

   

1,776

   

   

   

   

   

Miscellaneous

   

   

   

   

   

   

2,026

   

   

   

   

   


TOTAL EXPENSES

   

   

   

   

   

   

10,071,160

   

   

   

   

   


Waiver, Reimbursement and Expense Reduction (Note 6):

   

   

   

   

   

   

   

   

   

   

   

   

Waiver/Reimbursement of investment adviser fee

   

$

(17,181

)

   

   

   

   

   

   

   

   

Fees paid indirectly from directed brokerage arrangements

   

   

(34,163

)

   

   

   

   

   

   

   

   


TOTAL WAIVER, REIMBURSEMENT AND EXPENSE REDUCTION

   

   

   

   

   

   

(51,344

)

   

   

   

   


Net expenses

   

   

   

   

   

   

   

   

   

   

10,019,816

   


Net investment income

   

   

   

   

   

   

   

   

   

   

21,896,280

   


Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions:

   

   

   

   

   

   

   

   

   

   

   

   

Net realized loss on investments and foreign currency transactions

   

   

   

   

   

   

   

   

   

   

(5,039,311

)

Net change in unrealized depreciation of investments and translation of assets and liabilities in foreign currency





   



   

   

   


83,530,558

   


Net realized and unrealized gain on investments and foreign currency transactions

   

   

   

   

   

   

   

   

   

   

78,491,247

   


Change in net assets resulting from operations

   

   

   

   

   

   

   

   

   

$

100,387,527

   


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

 

Year Ended October 31

  

   

2003

   

  

   

2002

   

Increase (Decrease) in Net Assets

   

   

   

   

   

   

   

   

Operations:

   

   

   

   

   

   

   

   

Net investment income

   

$

21,896,280

   

   

$

7,784,790

   

Net realized gain (loss) on investments and foreign currency transactions

   

   

(5,039,311

)

   

   

3,211,650

   

Net change in unrealized appreciation/depreciation of investments and translation of assets and liabilities in foreign currency

   

   

83,530,558

   

   

   

(28,860,050

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

   

   

100,387,527

   

   

   

(17,863,610

)


Distributions to Shareholders:

   

   

   

   

   

   

   

   

Distributions from net investment income

   

   

   

   

   

   

   

   

Class A Shares

   

   

(11,611,005

)

   

   

(4,514,921

)

Class B Shares

   

   

(4,694,246

)

   

   

(2,346,246

)

Class C Shares

   

   

(2,664,051

)

   

   

(1,161,104

)

Distributions from net realized gains on investments and foreign currency transactions

   

   

   

   

   

   

   

   

Class A Shares

   

   

(1,574,908

)

   

   

(120,774

)

Class B Shares

   

   

(909,873

)

   

   

(115,054

)

Class C Shares

   

   

(501,061

)

   

   

(61,910

)


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

   

   

(21,955,144

)

   

   

(8,320,009

)


Share Transactions:

   

   

   

   

   

   

   

   

Proceeds from sale of shares

   

   

687,288,819

   

   

   

425,819,496

   

Net asset value of shares issued to shareholders in payment of distributions declared

   

   

18,746,901

   

   

   

7,266,031

   

Cost of shares redeemed

   

   

(227,586,596

)

   

   

(133,273,278

)


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

   

   

478,449,124

   

   

   

299,812,249

   


Change in net assets

   

   

556,881,507

   

   

   

273,628,630

   


Net Assets:

   

   

   

   

   

   

   

   

Beginning of period

   

   

361,728,498

   

   

   

88,099,868

   


End of period (including undistributed net investment income of $6,070,885 and $264,551, respectively)

   

$

918,610,005

   

   

$

361,728,498

   


See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

October 31, 2003

1. ORGANIZATION

Federated Equity Funds (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end, management investment company. The Trust consists of seven portfolios. The financial statements included herein are only those of Federated Market Opportunity Fund (the "Fund"), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder's interest is limited to the portfolio in which shares are held. The Fund offers three classes of shares: Class A Shares, Class B Shares and Class C Shares. The investment objective of the Fund is to provide moderate capital appreciation and high current income.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles ("GAAP") in the United States of America.

Investment Valuation

Listed equity securities are valued at the last sale price reported on a national securities exchange. U.S. government securities, listed corporate bonds (other fixed income and asset backed securities) and unlisted securities and private placement securities are generally valued at the mean of the latest bid and asked price as furnished by an independent pricing service. Short-term securities are valued at the prices as furnished by an independent pricing service. However, short-term securities with remaining maturities of 60 days or less at the time of purchase may be valued at amortized cost, which approximates fair market value. Investments in other open-end regulated investment companies are valued at net asset value. With respect to valuation of foreign securities, trading in foreign cities may be completed at times which vary from the closing of the New York Stock Exchange. Therefore, foreign securities are valued at the latest closing price on the exchange on which they traded prior to the closing of the New York Stock Exchange. Foreign securities quoted in foreign currencies are translated into U.S. dollars at the foreign exchange rate in effect at noon, eastern time, on the day the value of the foreign security is determined. Securities for which no quotations are readily available, or whose values have been affected by a significant event occurring after the close of their primary markets, are valued at fair value as determined in good faith using methods approved by the Board of Trustees (the "Trustees").

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission ("SEC"), the Fund may invest in Prime Value Obligations Fund ("PVOF") and Federated Core Trust (the "Core Trust") both of which are independently managed by Federated Investment Management Company, the Fund's Adviser. PVOF and Core Trust are open--end management investment companies, registered under the Act. Core Trust is available only to registered investment companies and other institutional investors. The investment objective of PVOF is to provide a high level of current income consistent with stability of principal and liquidity. The investment objective of High Yield Bond Portfolio ("HYCORE"), a series of Core Trust, is to seek high current income by investing primarily in a diversified portfolio of lower rated fixed income securities. Federated receives no advisory or administrative fees on behalf of the Core Trust. Income distributions from PVOF and Core Trust are declared daily and paid monthly. Capital gain distributions, if any, are declared annually, and are recorded by the Fund as capital gains received. Additional information regarding HYCORE and PVOF is available upon request.

Repurchase Agreements

It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement.

The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Trustees. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of collateral securities. The Fund, along with other affiliated investment companies, may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Investment Income, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value. The Fund offers multiple classes of shares, which differ in their respective distribution fees. All shareholders bear the common expenses of the Fund based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund's policy to comply with the Subchapter M provision of the Internal Revenue Code (the "Code") and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal tax is necessary.

Withholding taxes on foreign interest and dividends have been provided for in accordance with the applicable country's tax rules and rates.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Written Options Contracts

The Fund may write option contracts. A written option obligates the Fund to deliver a call, or to receive a put at the contracted amount upon exercise by the holder of the option. The value of the option contract is recorded as a liability and unrealized gain or loss is measured by the difference between the current value and the premium received. For the year ended October 31, 2003, the Fund had a realized loss of $394,165 on written options.

Contracts

  

Number of
Contracts

  

Premium

   

Outstanding at 10/31/2002

   

--

   

$  --

   


Options written

   

1,585

   

403,653

   


Options expired

(978)

   

(314,862

)


Options bought to closed

   

(607)

   

(88,791

)


Outstanding at 10/31/2003

   

--

   

$  --

   


Foreign Exchange Contracts

The Fund may enter into foreign currency commitments for the delayed delivery of securities or foreign currency exchange transactions. The Fund may enter into foreign currency contract transactions to protect assets against adverse changes in foreign currency exchange rates or exchange control regulations. Purchased contracts are used to acquire exposure to foreign currencies; whereas, contracts to sell are used to hedge the Fund's securities against currency fluctuations. Risks may arise upon entering these transactions from the potential inability of counterparties to meet the terms of their commitments and from unanticipated movements in security prices or foreign exchange rates. The foreign currency transactions are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statements purposes as unrealized until the settlement date.

At October 31, 2003, the Fund had no outstanding foreign currency commitments.

Foreign Currency Translation

The accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies ("FC") are translated in U.S. dollars on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income, and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of FCs, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate.

Securities Lending

The Fund participates in a securities lending program providing for the lending of corporate bonds, equity and government securities to qualified brokers. Collateral for securities loaned is invested in an affiliated money market fund. Collateral is maintained at a minimum level of 102% of the market value on investments loaned, plus interest, if applicable. Earnings on collateral are allocated between the securities lending agent, as a fee for its services under the program, and the Fund, according to agreed-upon rates.

As of October 31, 2003, the Fund had no securities on loan.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis.

3. CHANGE IN ACCOUNTING POLICY

Effective November 1, 2001, the Fund adopted the provisions of the revised AICPA Audit and Accounting Guide for Investment Companies (the "Guide"). For financial statement purposes, the revised Guide requires the Fund to amortize premium and discount on all fixed income securities as part of investment income.

Upon initial adoption, the Fund adjusted its cost of fixed income securities by the cumulative amount of amortization that would have been recognized had amortization been in effect from the purchase date of each holding with a corresponding reclassification between unrealized appreciation/depreciation on investments and undistributed net investment income. Adoption of these accounting principles does not affect the Fund's net asset value or distributions, but changes the classification of certain amounts between investment income and realized gain/loss on the Statement of Operations. The cumulative effect to the Fund resulting from adoption of premium and discount amortization as part of investment income on the financial statements is as follows:

  

As of 11/1/2001

For the Year Ended
10/31/2002

  

Cost of
Investments

  

Undistributed
Net Investment
Income

  

Net
Investment
Income

  

Net
Unrealized
Appreciation
(Depreciation)

  

Net
Realized Gain
(Loss)

Increase (Decrease)

   

$3,428

   

$3,428

   

$315,802

   

$(315,723)

   

$(79)


The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

4. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value) for each class of shares.

Transactions in shares were as follows:

Year Ended October 31

  

2003

2002

Class A Shares:

Shares

  

Amount

  

Shares

  

Amount

Shares sold

   

35,652,843

   

   

$

414,604,908

   

   

23,689,980

   

   

$

268,889,076

   

Shares issued to shareholders in payment of distributions declared

   

1,024,944

   

   

   

11,855,270

   

   

373,726

   

   

   

4,232,418

   

Shares redeemed

   

(15,291,237

)

   

   

(179,760,093

)

   

(9,757,240

)

   

   

(106,336,096

)


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

   

21,386,550

   

   

$

246,700,085

   

   

14,306,466

   

   

$

166,785,398

   


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended October 31

2003

2002

Class B Shares:

Shares

Amount

Shares

Amount

Shares sold

   

11,744,434

   

   

$

136,722,600

   

   

9,398,807

   

   

$

109,052,573

   

Shares issued to shareholders in payment of distributions declared

   

397,172

   

   

   

4,560,150

   

   

179,943

   

   

   

2,061,162

   

Shares redeemed

   

(2,632,216

)

   

   

(30,546,880

)

   

(1,828,925

)

   

   

(20,696,649

)


NET CHANGE RESULTING FROM CLASS B SHARE TRANSACTIONS

   

9,509,390

   

   

$

110,735,870

   

   

7,749,825

   

   

$

90,417,086

   


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended October 31

2003

2002

Class C Shares:

Shares

Amount

Shares

Amount

Shares sold

   

11,486,919

   

   

$

135,961,311

   

   

4,132,450

   

   

$

47,877,847

   

Shares issued to shareholders in payment of distributions declared

   

201,997

   

   

   

2,331,481

   

   

84,853

   

   

   

972,451

   

Shares redeemed

   

(1,495,523

)

   

   

(17,279,623

)

   

(548,609

)

   

   

(6,240,533

)


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

   

10,193,393

   

   

$

121,013,169

   

   

3,668,694

   

   

$

42,609,765

   


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

   

41,089,333

   

   

$

478,449,124

   

   

25,724,985

   

   

$

299,812,249

   


5. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due in part to differing treatments for foreign currency transactions and discount accretion/premium amortization on debt securities.

For the year ended October 31, 2003, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)

Undistributed Net
Investment Income

  

Accumulated Net
Realized Gains (Losses)

$2,879,356

   

$(2,879,356)


Net investment income, net realized gains (losses), as disclosed on the Statement of Operations, and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the years ended October 31, 2003 and 2002 was as follows:

  

   

2003

  

   

2002

Ordinary income1

   

$

20,755,400

   

$

8,230,008


Long-term capital gains

   

$

1,199,744

   

--


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of October 31, 2003, the components of distributable earnings on a tax basis were as follows:

Undistributed ordinary income

  

$

7,992,294


Net unrealized appreciation

   

52,227,212


Capital loss carryforward

   

7,601,230


The difference between book-basis and tax-basis net unrealized appreciation is attributable in part to differing treatments for deferral of losses from wash sales, investments in passive foreign investment companies and discount accretion/premium amortization on debt securities.

At October 31, 2003, the cost of investments for federal tax purposes was $853,026,238. The net unrealized appreciation of investments for federal tax purposes excluding any unrealized appreciation/depreciation resulting from changes in foreign currency exchange rates was $52,194,277. This consists of net unrealized appreciation from investment for those securities having an excess of value over cost of $67,257,979 and net unrealized depreciation from investments for those securities having an excess of cost over value of $15,063,702.

At October 31, 2003, the Fund had a capital loss carryforward of $7,601,230 which will reduce the Fund's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code, and thus will reduce the amount of the distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal tax. Pursuant to the Code, such capital loss carryforward will expire in 2011.

6. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated Investment Management Company, the Fund's investment adviser (the "Adviser"), receives for its services an annual investment adviser fee equal to 0.75% of the Fund's average daily net assets. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund may invest in other funds, which are managed by the Adviser. The Adviser has agreed to reimburse certain investment adviser fees as a result of these transactions. Income distributions earned from investments in these funds are recorded as income in the accompanying financial statements and are listed below.

PVOF

  

$

1,977,650


HYCORE

   

$

2,777,853


Administrative Fee

Federated Services Company ("FServ"), under the Administrative Services Agreement ("Agreement"), provided the Fund with administrative personnel and services. The fee paid to FServ is based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

  

Average Aggregate Daily Net
Assets of the Federated Funds

0.150%

 

on the first $250 million

0.125%

 

on the next $250 million

0.100%

 

on the next $250 million

0.075%

 

on assets in excess of $750 million

The administrative fee received during any fiscal year shall be at least $125,000 per portfolio and $30,000 per each additional class of Shares.

On August 22, 2003 the Trustees approved a new Agreement. Effective November 1, 2003, Federated Administrative Services ("FAS") will provide the Fund with administrative personnel and services. The fee paid to FAS will be based on the aggregate daily net assets of all Federated funds as specified below:

Maximum Administrative Fee

  

Average Aggregate Daily Net
Assets of the Federated Funds

0.150%

 

on the first $5 billion

0.125%

 

on the next $5 billion

0.100%

 

on the next $10 billion

0.075%

 

on assets in excess of $20 billion

The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares.

FServ and FAS may voluntarily choose to waive any portion of their fee. FServ and FAS can modify or terminate this voluntary waiver at any time at their sole discretion.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. ("FSC"), the principal distributor, from the net assets of the Fund to finance activities intended to result in the sale of the Fund's Shares. The Plan provides that the Fund may incur distribution expenses according to the following schedule annually, to compensate FSC. FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Share Class Name

  

Percentage of Average Daily
Net Assets of Class

Class A Shares

 

0.25%

Class B Shares

 

0.75%

Class C Shares

 

0.75%

For the year ended October 31, 2003, Class A Shares did not incur a distribution services fee.

Sales Charges

For the fiscal year ended October 31, 2003, FSC retained $524,720 in sales charges from the sale of Class A Shares. FSC also retained $3 of contingent deferred sales charges relating to redemptions of Class A Shares and $26,667 relating to redemptions of Class C Shares. See "What Do Shares Cost?" in the Prospectus.

Shareholder Services Fee

Under the terms of a Shareholder Services Agreement with Federated Shareholder Services Company ("FSSC"), the Fund will pay FSSC up to 0.25% of average daily net assets of the Fund for the period. The fee paid to FSSC is used to finance certain services for shareholders and to maintain shareholder accounts. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses

FServ, through its subsidiary FSSC, serves as transfer and dividend disbursing agent for the Fund. The fee paid to FSSC is based on the size, type and number of accounts and transactions made by shareholders. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Portfolio Accounting Fees

FServ maintains the Fund's accounting records for which it receives a fee. The fee is based on the level of the Fund's average daily net assets for the period, plus out-of-pocket expenses. FServ may voluntarily choose to waive any portion of its fee. FServ can modify or terminate this voluntary waiver at any time at its sole discretion.

Expense Reduction

The Fund directs certain portfolio trades to a broker that in turn pays a portion of the Fund's operating expenses. For the year ended October 31, 2003, the Fund's expenses were reduced by $34,163 under these agreements.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

7. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations (and in-kind contributions), for the year ended October 31, 2003, were as follows:

Purchases

  

$

651,453,669


Sales

   

$

490,805,195


8. LEGAL PROCEEDINGS

In October, 2003, Federated Investors, Inc. and various subsidiaries thereof (collectively, "Federated"), along with various investment companies sponsored by Federated ("Funds") were named as defendants in several class action lawsuits filed in the United States District Court for the Western District of Pennsylvania seeking damages of unspecified amounts. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. Federated and the Funds are reviewing the allegations and will respond appropriately. Additional lawsuits based upon similar allegations may be filed in the future. Although Federated does not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from related regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

9. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended October 31, 2003, the Fund designated $1,199,744 as long-term capital gain dividends.

For the fiscal year ended October 31, 2003 certain dividends paid by the Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003 (the "Tax Relief Act"). The Fund will designate the amount allowable under the Tax Relief Act as subject to such maximum tax rate. Complete information will be reported in conjunction with your 2003 Form 1099-Div.

Independent Auditors' Report

TO THE BOARD OF TRUSTEES OF FEDERATED EQUITY FUNDS AND SHAREHOLDERS OF FEDERATED MARKET OPPORTUNITY FUND:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Federated Market Opportunity Fund (the "Fund") (a portfolio of the Federated Equity Funds) as of October 31, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to provide reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of the securities owned as of October 31, 2003, by correspondence with the custodian and brokers; where replies were not received alternative procedures were performed. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2003, the results of its operations, for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for the periods in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts
December 17, 2003

Board of Trustees and Trust Officers

The Board is responsible for managing the Fund's business affairs and for exercising all the Fund's powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Trust. Where required, the tables separately list Board members who are "interested persons" of the Fund (i.e., "Interested" Board members) and those who are not (i.e., "Independent" Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. The Federated Fund Complex consists of 44 investment companies (comprising 138 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex; serves for an indefinite term; and also serves as a Board member of the following investment company complexes: Banknorth Funds--four portfolios; WesMark Funds--five portfolios and Golden Oak® Family of Funds--seven portfolios. The Fund's Statement of Additional Information includes additional information about Fund's Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND

 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s), Other Directorships Held
and Previous Position(s)

John F. Donahue*
Birth Date: July 28, 1924
CHAIRMAN AND TRUSTEE
Began serving: April 1984

 

Principal Occupations: Chairman and Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.

 

 

 


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: January 2000

 

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.

 

 

 


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 1987

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.

 

 

 


* Family relationships and reasons for "interested" status: John F. Donahue is the father of J. Christopher Donahue; both are "interested" due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is "interested" because his son-in-law is employed by the Fund's principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND

 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s),
Other Directorships Held and Previous Position(s)

Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: October 1995

 

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children's Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.

 

 

 


John T. Conroy, Jr.
Birth Date: June 23, 1937
Grubb & Ellis/Investment
Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.

 

 

 


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: February 1998

 

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.

 

 

 


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: January 1999

 

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.

 

 

 


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: November 1991

 

Principal Occupation: Director or Trustee of the Federated Fund Complex; Management Consultant.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.

 

 

 


 

 

 


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

  

Principal Occupation(s),
Other Directorships Held and Previous Position(s)

Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant; Executive Vice President, DVC Group, Inc. (marketing communications and technology) (prior to 9/1/00).

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University.

 

 

 


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: February 1995

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Consulting Partner, Mollica & Murray.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.

 

 

 


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: April 1984

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; Public Relations/Marketing Consultant/Conference Coordinator.

Previous Positions: National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.

 

 

 


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: January 1999

 

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.

 

 

 


OFFICERS

 

 

 


Name
Birth Date
Positions Held with Trust
Date Service Began

  

Principal Occupation(s) and Previous Position(s)

John W. McGonigle
Birth Date: October 26, 1938
EXECUTIVE VICE PRESIDENT
AND SECRETARY
Began serving: April 1984

 

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Executive Vice President, Secretary and Director, Federated Investors, Inc.

 

 

 


Richard J. Thomas
Birth Date: June 17, 1954
TREASURER
Began serving: November 1998

 

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services.

 

 

 


Richard B. Fisher
Birth Date: May 17, 1923
VICE PRESIDENT
Began serving: April 1984

 

Principal Occupations: Vice Chairman or President of some of the Funds in the Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Chairman, Federated Securities Corp.

Previous Positions: President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc. and Director and Chief Executive Officer, Federated Securities Corp.

 

 

 


Stephen F. Auth
Birth Date: September 3, 1956
CHIEF INVESTMENT OFFICER
Began serving: November 2002

 

Principal Occupations: Chief Investment Officer of this Fund and various other Funds in the Federated Fund Complex; Executive Vice President, Federated Investment Counseling, Federated Global Investment Management Corp., Federated Investment Management Company and Passport Research, Ltd.

Previous Positions: Senior Vice President, Global Portfolio Management Services Division; Senior Vice President, Federated Investment Management Company and Passport Research, Ltd.; Senior Managing Director and Portfolio Manager, Prudential Investments.

 

 

 


Lawrence Auriana
Birth Date: January 8, 1944
VICE PRESIDENT
Began serving: November 2001

 

Lawrence Auriana is Vice President of the Trust. Mr. Auriana joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Auriana was President and Treasurer of Edgemont Asset Management Corp., and Chairman of the Board and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Auriana earned a B.S. in economics from Fordham University and has been engaged in the securities business since 1965.

 

 

 


 

 

 


Name
Birth Date
Positions Held with Trust
Date Service Began

  

Principal Occupation(s) and Previous Position(s)

James E. Grefenstette
Birth Date: November 7, 1962
VICE PRESIDENT
Began serving: November 1998

 

James E. Grefenstette is Vice President of the Trust. Mr. Grefenstette joined Federated in 1992 and has been a Portfolio Manager since 1994. Mr. Grefenstette became a Senior Vice President of the Fund's Adviser in January 2000. He served as a Vice President of the Fund's Adviser from 1996 through 1999 and was an Assistant Vice President of the Fund's Adviser from 1994 until 1996. Mr. Grefenstette is a Chartered Financial Analyst; he received his M.S. in Industrial Administration from Carnegie Mellon University.

 

 

 


Hans P. Utsch
Birth Date: July 3, 1936
VICE PRESIDENT
Began serving: November 2001

 

Hans P. Utsch is Vice President of the Trust. Mr. Utsch joined Federated in April 2001 as Co-Head of Investments/Federated Kaufmann. From August 1984 to April 2001, Mr. Utsch was Chairman of the Board and Secretary of Edgemont Asset Management Corp., and President and Portfolio Manager to The Kaufmann Fund, Inc. (predecessor to the Federated Kaufmann Fund). Mr. Utsch graduated from Amherst College and holds an M.B.A. from Columbia University. He has been engaged in the securities business since 1962.

 

 

 


Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund's prospectus, which contains facts concerning its objective and policies, management fees, expenses and other information.

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-341-7400. This information is also available from the EDGAR database on the SEC's Internet site at http://www.sec.gov.

Federated Investors
World-Class Investment Manager

Federated Market Opportunity Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
www.federatedinvestors.com

Contact us at 1-800-341-7400 or
www.federatedinvestors.com/contact

Federated Securities Corp., Distributor

Cusip 314172743
Cusip 314172735
Cusip 314172727

Federated is a registered mark of Federated Investors, Inc. 2003 ©Federated Investors, Inc.

26852 (12/03)

 


Item 2.     Code of Ethics

As of the end of the period covered by this report, the registrant has adopted a
code of ethics (the "Section 406 Standards  for  Investment  Companies - Ethical
Standards for Principal  Executive and Financial  Officers") that applies to the
registrant's  Principal Executive Officer and Principal  Financial Officer;  the
registrant's Principal Financial Officer also serves as the Principal Accounting
Officer.

The registrant  hereby  undertakes to provide any person,  without charge,  upon
request,  a copy of the code of ethics. To request a copy of the code of ethics,
contact the registrant at 1-800-341-7400,  and ask for a copy of the Section 406
Standards for Investment  Companies - Ethical Standards for Principal  Executive
and Financial Officers.


Item 3.     Audit Committee Financial Expert

The  registrant's  Board has  determined  that each member of the Board's  Audit
Committee is an "audit committee financial expert," and that each such member is
"independent,"  for purposes of this Item. The Audit  Committee  consists of the
following  Board members:  Thomas G. Bigley,  John T. Conroy,  Jr.,  Nicholas P.
Constantakis and Charles F. Mansfield, Jr.


Item 4.     Principal Accountant Fees and Services

            Not Applicable

Item 5      Audit Committee of Listed Registrants

            Not Applicable

Item 6      [Reserved]

Item 7.     Disclosure of Proxy Voting Policies and Procedures for
            Closed-End Management Investment Companies

            Not Applicable

Item 8.     [Reserved]

Item 9.     Controls and Procedures

(a)  The   registrant's   President  and  Treasurer   have  concluded  that  the
     registrant's  disclosure  controls  and  procedures  (as  defined  in  rule
     30a-3(c)  under the Act) are  effective  in design  and  operation  and are
     sufficient to form the basis of the certifications required by Rule 30a-(2)
     under the Act, based on their evaluation of these  disclosure  controls and
     procedures within 90 days of the filing date of this report on Form N-CSR.

(b)  There were no changes in the  registrant's  internal control over financial
     reporting  (as defined in rule  30a-3(d)  under the Act),  or the  internal
     control over financial  reporting of its service  providers during the last
     fiscal  half  year  (the  registrant's  second  half year in the case of an
     annual report) that have materially  affected,  or are reasonably likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting.

Item 10.    Exhibits


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Registrant  Federated Equity Funds

By          /S/ Richard J. Thomas, Principal Financial Officer
           (insert name and title)

Date        December 26, 2003


Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 and the
Investment  Company  Act of  1940,  this  report  has been  signed  below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


By          /S/ J. Christopher Donahue, Principal Executive Officer
Date        December 29, 2003


By          /S/ Richard J. Thomas, Principal Financial Officer
Date        December 26, 2003