ASSIGNMENT of INVESTMENT ADVISORY CONTRACT and SUB-ADVISORY AGREEMENTS Federated Equity Funds

                                           Exhibit (dxii) under Form N-1A
                                       Exhibit 10 under Item 601/Reg. S-K


                              ASSIGNMENT of
                    INVESTMENT ADVISORY CONTRACT and
                         SUB-ADVISORY AGREEMENTS
                         Federated Equity Funds


      THIS ASSIGNMENT is entered into as of January 1, 2004 by and
between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory
trust ("FIMC"), and FEDERATED EQUITY MANAGEMENT COMPANY OF
PENNSYLVANIA, a Delaware statutory trust ("FEMCOPA").

      WHEREAS, FIMC, then known as Federated Management, entered into
an Investment Advisory Contract dated as of June 1, 1995 and an
amendment thereto dated as of June 1, 2001 (collectively, the "Advisory
Contract") with Federated Equity Funds, a Massachusetts business trust
(the "Trust"), including the Exhibits thereto making the Contract
applicable to the following portfolios of the trust (the "Funds"):

      Exhibit     Date                    Fund
         B        September 1, 1995       Federated Capital
         Appreciation Fund
         E        September 1, 1999       Federated Technology Fund
                                          (formerly Federated
                                          Communication Technology Fund)
         G        December 1, 2000        Federated ▇▇▇▇▇▇▇▇ Fund
         I        November 29, 2000       Federated Market Opportunity
         Fund
         J        December 1, 2000        Federated ▇▇▇▇▇▇▇▇ Small Cap
         Fund

      WHEREAS, FIMC has entered into Sub-Advisory Agreements with
Federated Global Investment Management Corp., a Delaware corporation,
with respect to certain of the Funds as follows:

      Date                                Fund
      December 1, 2000                    Federated ▇▇▇▇▇▇▇▇ Fund
      December 1, 2002                    Federated ▇▇▇▇▇▇▇▇ Small Cap
      Fund

      WHEREAS, FIMC desires to assign to FEMCOPA its rights, duties and
responsibilities with respect to each of the Funds under the Advisory
Contract and under the aforementioned Subadvisory Agreements (together
with the Advisory Agreement, collectively the "Contracts"), and FEMCOPA
desires to accept such assignments from FIMC; and

      WHEREAS, the Board of Trustees of the Trust has approved the
assignment of the Contracts from FIMC to FEMCOPA;

      KNOW ALL MEN BY THESE PRESENTS THAT:

      In consideration of the sum of One Dollar ($1.00) and other good
and valuable consideration, receipt of which is hereby acknowledged,
FIMC does hereby assign to FEMCOPA all of its rights, duties and
responsibilities with respect to the Funds named above under the
Contracts described above, and FEMCOPA does hereby accept such
assignment.


      IN WITNESS WHEREOF, the parties hereto have caused this
Assignment to be executed by their authorized representatives as of the
date first hereinabove set forth.


FEDERATED INVESTMENT                FEDERATED EQUITY MANAGEMENT
MANAGEMENT COMPANY                  COMPANY OF PENNSYLVANIA


By:  /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇        By:  /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
   ---------------------------         ---------------------------
Name:  G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇          Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:  Vice President              Title:  President