Exhibit d (ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
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 ss. 248.14) ("Section 248.14
NPI"); for specified law enforcement and miscellaneous purposes (17 CFR ss.
248.15) ("Section 248.15 NPI") ; and to service providers or in connection with
joint marketing arrangements (17 CFR ss. 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 ss. 248.7 and
17 CFR ss. 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 ss. 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 xx.xx. 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 ss. 248.13.
The Service Providers further represent and warrant that, in accordance
with 17 CFR ss. 248.30, they have implemented, and will continue to carry out
for the term of the Agreement, policies and procedures reasonably designed to:
o insure the security and confidentiality of records and NPI of Fund
customers,
o protect against any anticipated threats or hazards to the security or
integrity of Fund customer records and NPI, and
o 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 (ss.248.14) or miscellaneous (ss.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
(ss.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
