Exhibit d under Form N-1A
Exhibit 10 under Item 601/Reg S-K
ASSIGNMENT of
INVESTMENT ADVISORY CONTRACT
Federated American Leaders Fund, Inc.
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 Advisors, entered into an Investment
Advisory Contract dated as of August 1, 1989 and an amendment thereto dated as
of June 1, 2001 (collectively, the "Contract") with Federated American Leaders
Fund, Inc. (the "Fund"), formerly known as American Leaders Fund, Inc.;
WHEREAS, FIMC desires to assign its rights, duties and responsibilities
under the Contract to FEMCOPA, and FEMCOPA desires to accept such assignment
from FIMC; and
WHEREAS, the Board of Directors of the Fund has approved the assignment of
the Contract 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 all of its rights, duties and responsibilities under the Contract
described above to FEMCOPA, 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/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President Title: President
