0001056288-04-000050 Sample Contracts

Exhibit 23 (d)(iii) under Form N-1A Exhibit 10 under Item 601/ Reg. S-K
Federated Equity Income Fund Inc • January 30th, 2004

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").

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