Item 77 Q.1 (e)
Amendment to
Investment Advisory Contract between Federated Equity Income
Fund, Inc. and Federated Investment Management Company
This Amendment to the Investment Advisory Contract ("Agreement")
dated August 1, 1989, between Federated Equity Income Fund, Inc.
("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 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 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 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 248.13.
The Service Provider further represents and warrants that,
in accordance with 17 CFR 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 (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 Provider 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 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.
Federated Equity Income Fund, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
Federated Investment Management Company
By: /s/ G. Xxxxxx Xxxxxxxxx
Name: G. Xxxxxx Xxxxxxxxx
Title: Vice President
