FEDERATED EQUITY FUNDS
N-14, EX-17, 2000-11-27
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                             THE KAUFMANN FUND, INC.

                  PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
                              ______________, 2001

      This proxy is being  solicited  on behalf of the Board of Directors of The
Kaufmann  Fund,  Inc.  ("Fund").  The  undersigned  appoints as proxies  [insert
names],  and  each  of them  (with  power  of  substitution),  to  vote  all the
undersigned's  shares in the Fund at the Special  Meeting of  Shareholders to be
held on [_____],  2001, at [__] Eastern Time at 140 East 45th Street,  New York,
New York 10017, and any adjournment thereof ("Meeting"),  with all the power the
undersigned would have if personally present.

      The shares  represented by this proxy will be voted as instructed.  Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" the proposal specified below. This proxy also grants  discretionary  power
to vote upon such other business as may properly come before the Meeting.

YOUR VOTE IS  IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING
BY PHONE OR  INTERNET,  PLEASE  SIGN AND DATE THIS  PROXY  BELOW  AND  RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.

TO VOTE BY TOUCH-TONE PHONE,  PLEASE CALL  1-800-690-6903  TOLL FREE. TO VOTE BY
INTERNET, VISIT OUR WEBSITE AT WWW.PROXYVOTE.COM.

      TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

                     [X] KEEP THIS PORTION FOR YOUR RECORDS


<PAGE>


                       DETACH AND RETURN THIS PORTION ONLY
              THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

                             THE KAUFMANN FUND, INC.

VOTE ON PROPOSAL                                       FOR     AGAINST  ABSTAIN


1.    TO APPROVE OR DISAPPROVE A PROPOSED  AGREEMENT   / /      / /      / /
AND  PLAN OF  REORGANIZATION  BETWEEN  THE  KAUFMANN
FUND  AND  THE  FEDERATED  KAUFMANN  FUND,  A  NEWLY
ORGANIZED SERIES OF FEDERATED EQUITY FUNDS.

YOUR VOTE IS  IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING
BY PHONE OR  INTERNET,  PLEASE  SIGN AND DATE THIS  PROXY  BELOW  AND  RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.

TO VOTE BY TOUCH-TONE PHONE,  PLEASE CALL  1-800-690-6903  TOLL FREE. TO VOTE BY
INTERNET, VISIT OUR WEBSITE AT WWW.PROXYVOTE.COM.

Please sign  exactly as name appears  hereon.  If shares are held in the name of
joint  owners,  at least  one owner  must  sign.  Attorneys-in-fact,  executors,
administrators,  etc.  should so indicate.  If  shareholder  is a corporation or
partnership,  please sign in full  corporate or  partnership  name by authorized
person.

------------------------------------------------- ------------------------------
Signature (owner, trustee, custodian, etc.)       Date





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