Item 77Q1(e)(i)
Amendment to
Investment Advisory Agreement
between
FirstMerit Funds
and
FirstMerit Advisors, Inc.
This Amendment to the Investment Advisory Contract ("Agreement")
dated May 10, 2001, between FirstMerit Funds ("Fund") and FirstMerit
Advisors, Inc. ("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.
FirstMerit Funds
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
FirstMerit Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: President and CEO
