ITEM 77Q(e)(ii) - COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT
ADVISORY CONTRACTS
Amendment to
Sub-Advisory Agreement
between
Passport Research, LTD
and
Federated Global Investment Management Corp.
This Amendment to the Sub-Advisory Agreement ("Agreement") dated
June 1, 1997, between Passport Research, LTD. and Federated Global
Investment Management Corp. ("Service Providers") with respect to
advisory services for the Federated Utility Fund, Inc. ("Fund"), is
made and entered into as of the 1st day of June, 2001.
WHEREAS, the Service Providers have entered into the Agreement
with respect to the Fund;
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 & 248.14) ("Section 248.14 NPI"); for specified
law enforcement and miscellaneous purposes (17 CFR & 248.15) ("Section
248.15 NPI") ; and to service providers or in connection with joint
marketing arrangements (17 CFR & 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 & 248.7 and 17 CFR & 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 & 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree
as follows:
The Service Providers hereby acknowledge that the Fund may
disclose shareholder NPI to the Service Providers as agents of the Fund
and solely in furtherance of fulfilling the Service Providers'
contractual obligations under the Agreement in the ordinary course of
business to support the Fund and its shareholders.
The Service Providers hereby agree to be bound to use and
redisclose such NPI only for the limited purpose of fulfilling their
duties and obligations under the Agreement, for law enforcement and
miscellaneous purposes as permitted in 17 CFR & 248.15, or in
connection with joint marketing arrangements that the Fund may
establish with the Service Providers in accordance with the limited
exception set forth in 17 CFR & 248.13.
The Service Providers further represent and warrant that, in
accordance with 17 CFR & 248.30, they have 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 Providers 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 Providers
("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 Providers of the Funds ("Nonaffiliated Third Party")
under the service and processing (&248.14) or miscellaneous
(&248.15) exceptions, but only in the ordinary course of business
to carry out the activity covered by the exception under which the
Service Providers received the information in the first instance;
and (d) a Nonaffiliated Third Party under the service provider and
joint marketing exception (&248.13), provided the Service
Providers enter 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 Fund disclosed the information in the first
instance.
5. The Service Providers 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 Fund
might lawfully have disclosed NPI directly.
6. The Service Providers are obligated to maintain beyond the
termination date of the Agreement the confidentiality of any NPI
they receive from the Fund in connection with the Agreement or any
joint marketing arrangement, and hereby agree that this Amendment
shall survive such termination.
WITNESS the due execution hereof this 1st day of June, 2001.
Passport Research, Ltd.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Federated Global Investment Management Corp.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
Federated Utility Fund, Inc. Page 4 June 1, 1997
