Item 77Q1e
Amendment to
Investment Advisory Contract
between
Xxxxxx Xxxxx Money Market Fund
and
Passport Research, LTD
This Amendment to the Investment Advisory Contract ("Agreement")
dated August 1, 1989, between Xxxxxx Xxxxx Money Market Fund ("Fund")
and Passport Research, LTD ("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 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 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 SS
248.13.
The Service Provider further represents and warrants that, in
accordance with 17 CFR SS 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 (SS248.14) or miscellaneous
(SS248.15) 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 (SS248.13), 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.
Xxxxxx Xxxxx Money Market Fund
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
Passport Research, LTD
By: /s/ J. Xxxxxxxxxxx Xxxxxxx
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
