Amendment to
Investment Advisory Contract
between
Intermediate Municipal Trust
and
Federated Investment Management Company
This Amendment to the Investment Advisory Contract ("Agreement")
August 1, 1989, between Intermediate Municipal Trust ("Fund") and Federated
Investment Management Company ("Service Provider") is made and entered into
as of the 1st day of June, 2001.
WHEREAS, the Fund has entered into the Agreement with the Service
Provider;
WHEREAS, the Securities and Exchange Commission has adopted Regulation
S-P at 17 CFR Part 248 to protect the privacy of individuals who obtain a
financial product or service for personal, family or household use;
WHEREAS, Regulation S-P permits financial institutions, such as the
Fund, to disclose "nonpublic personal information" ("NPI") of its
"customers" and "consumers" (as those terms are therein defined in
Regulation S-P) to affiliated and nonaffiliated third parties of the Fund,
without giving such customers and consumers the ability to opt out of such
disclosure, for the limited purposes of processing and servicing transactions
(17 CFR S 248.14) ("Section 248.14 NPI"); for specified law enforcement and
miscellaneous purposes (17 CFR S 248.15) ("Section 248.15 NPI") ; and to
service providers or in connection with joint marketing arrangements (17 CFR
S 248.13) ("Section 248.13 NPI");
WHEREAS, Regulation S-P provides that the right of a customer and
consumer to opt out of having his or her NPI disclosed pursuant to 17 CFR S
248.7 and 17 CFR S 248.10 does not apply when the NPI is disclosed to service
providers or in connection with joint marketing arrangements, provided the
Fund and third party enter into a contractual agreement that prohibits the
third party from disclosing or using the information other than to carry out
the purposes for which the Fund disclosed the information (17 CFR S 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
The Fund and the Service Provider hereby acknowledge that the Fund may
disclose shareholder NPI to the Service Provider as agent of the Fund and
solely in furtherance of fulfilling the Service Provider's contractual
obligations under the Agreement in the ordinary course of business to support
the Fund and its shareholders.
The Service Provider hereby agrees to be bound to use and redisclose such NPI
only for the limited purpose of fulfilling its duties and obligations under
the Agreement, for law enforcement and miscellaneous purposes as permitted in
17 CFR SS 248.15, or in connection with joint marketing arrangements that the
Funds may establish with the Service Provider in accordance with the limited
exception set forth in 17 CFR S 248.13.
The Service Provider further represents and warrants that, in accordance with
17 CFR S 248.30, it has implemented, and will continue to carry out for the
term of the Agreement, policies and procedures reasonably designed to:
insure the security and confidentiality of records and NPI of Fund
customers,
protect against any anticipated threats or hazards to the security
or integrity of Fund customer records and NPI, and
protect against unauthorized access to or use of such Fund customer
records or NPI that could result in substantial harm or
inconvenience to any Fund customer.
4. The Service Provider may redisclose Section 248.13 NPI only to: (a) the
Funds and affiliated persons of the Funds ("Fund Affiliates"); (b)
affiliated persons of the Service Provider ("Service Provider Affiliates")
(which in turn may disclose or use the information only to the extent
permitted under the original receipt); (c) a third party not affiliated with
the Service Provider of the Funds ("Nonaffiliated Third Party") under the
service and processing (S248.14) or miscellaneous (S248.15) exceptions, but
only in the ordinary course of business to carry out the activity covered by
the exception under which the Service Provider received the information in
the first instance; and (d) a Nonaffiliated Third Party under the service
provider and joint marketing exception (S248.13), provided the Service
Provider enters into a written contract with the Nonaffiliated Third Party
that prohibits the Nonaffiliated Third Party from disclosing or using the
information other than to carry out the purposes for which the Funds
disclosed the information in the first instance.
5. The Service Provider may redisclose Section 248.14 NPI and Section
248.15 NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider
Affiliates (which in turn may disclose the information to the same extent
permitted under the original receipt); and (c) a Nonaffiliated Third Party to
whom the Funds might lawfully have disclosed NPI directly.
6. The Service Provider is obligated to maintain beyond the termination
date of the Agreement the confidentiality of any NPI it receives from the
Fund in connection with the Agreement or any joint marketing arrangement,
and hereby agrees that this Amendment shall survive such termination.
WITNESS the due execution hereof this 1st day of June, 2001.
Intermediate Municipal Trust
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Federated Investment Management Company
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
