Exhibit (h)(10)(b)
AMENDMENT
This Amendment dated 29 June 2001 by and between ▇▇▇▇▇▇ Trust and Savings Bank
("▇▇▇▇▇▇ Bank") and PFPC Inc. ("PFPC") amends the Sub-Administration and
Accounting Services Agreement between the parties dated 1 July 1996 and the
Sub-Transfer Agency Services Agreement between the parties of even date
therewith (each an "Agreement" and collectively the "Agreements").
WHEREAS, ▇▇▇▇▇▇ Bank is party to a Transfer Agency Services Agreement between
▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇ Insight Funds Trust ("Trust") dated 1 July 1996 and an
Administration Agreement between ▇▇▇▇▇▇ Bank and ▇▇▇▇▇▇ Insight Funds Trust of
even date therewith; and
WHEREAS, Regulation S-P of the U.S. Securities and Exchange Commission
("Regulation") and other federal financial services laws and regulations
requires that third parties that obtain from a financial institution nonpublic
personal information about the financial institution's customers enter into a
contract that meets the requirements of the Regulation and those federal laws
and regulations concerning nondisclosure of such information; and
WHEREAS, PFPC in the course of performing the various services described in the
Agreements (hereinafter referred to collectively as the "Services") obtains such
information from the Trust and/or ▇▇▇▇▇▇ Bank;
NOW, THEREFORE, in consideration of the promises contained in this Amendment the
parties wish to amend their Agreements as follows:
1. PFPC agrees that all disclosures that contain information identifying the
Trust's and/or ▇▇▇▇▇▇ Bank's customers and financial or any other information
pertaining to the Trust's and/or ▇▇▇▇▇▇ Bank's customers, specifically including
"non-public personal information" as defined by the Regulation (hereinafter
referred to collectively as "Confidential Information"), are and remain the sole
and exclusive property of the Trust or ▇▇▇▇▇▇ Bank, respectively.
2. PFPC agrees: (a) to use the same means it uses to protect its own
confidential and proprietary information to maintain the secrecy and
confidentiality of the Confidential Information, (b) except (i) insofar as
Confidential Information is provided to ▇▇▇▇▇▇ Bank to permit it to carry out
its duties and functions as transfer agent, administrator, and servicing agent
for the Trust or (ii) as provided in (e) below, not to disclose any Confidential
Information to an unaffiliated third party without the prior written consent of
the Trust or ▇▇▇▇▇▇ Bank, respectively, (c) not to use any Confidential
Information for any purposes other than providing the Services, (d) to disclose
the Confidential Information only to its employees and affiliates who have a
need to know the information for the Services, (e) to disclose the Confidential
Information only to its agents, to third parties, and independent contractors:
(i) who have a need to know the Confidential Information to perform the Services
and (ii) who have executed confidentiality or non-disclosure agreements that
include terms materially the same as those in this Amendment, (f) to inform its
employees, agents, independent contractors, and affiliates (collectively called
"Representatives") of the confidential nature of the Confidential Information,
and (g) to take reasonable steps to prevent the Representatives from acting in a
manner inconsistent with the terms of this Amendment.
3. It is not a breach of this Amendment to disclose Confidential Information
required to be disclosed by law or judicial process or governmental authorities,
provided PFPC first gives the Trust and ▇▇▇▇▇▇ Bank reasonable notice of such
law, order or process.
4. PFPC agrees, upon request of ▇▇▇▇▇▇ Bank or the termination of either
Agreement, to return immediately all Confidential Information (including copies
thereof) obtained pursuant to such Agreement to ▇▇▇▇▇▇ Bank or to destroy such
Confidential Information and copies as directed by ▇▇▇▇▇▇ Bank and to certify
their destruction; to make only such copies or partial copies of the
Confidential Information as are needed to perform the Services; to include on
any copies permitted under this Amendment any Trust, ▇▇▇▇▇▇ Bank, or third-party
confidentiality or
proprietary notices and legends that appear on the original documents; and
immediately to notify ▇▇▇▇▇▇ Bank in writing if PFPC discovers that it has lost
or is otherwise unable to return any Confidential Information.
5. PFPC agrees that in addition to whatever other remedies to which ▇▇▇▇▇▇ Bank
or the Trust is entitled at law or in equity, PFPC shall indemnify and save
harmless each of them from and against any claims, liability, costs, damages and
expenses (including legal fees and disbursements) for which ▇▇▇▇▇▇ Bank or the
Trust, respectively, may be held liable as a result of PFPC's breach of its
obligations under this Amendment.
6. PFPC acknowledges that, notwithstanding the execution of this Amendment,
▇▇▇▇▇▇ Bank maintains the sole and absolute discretion to determine what, if
any, information it will release to PFPC. ▇▇▇▇▇▇ Bank's disclosure of
Confidential Information to PFPC shall not be construed as granting PFPC a
license or any rights under any copyright legislation, patent legislation, or
rights in trade secrets.
7. All other terms and conditions of the Agreements shall continue in full force
and effect. In event of a conflict between a provision of this Amendment and a
provision of either Agreement, this Amendment shall govern. This Amendment shall
survive the termination of the Agreements.
8. With respect to the Trust, a Massachusetts business trust, each of the
parties hereto acknowledges and agrees that, to the extent trustees or officers
of the Trust are regarded as entering into this Agreement, they do so only as
trustees or officers and not individually, and that the obligations of this
Agreement are not binding upon any such trustee or officer individually, or upon
any shareholder, employee, or agent of the Trust, but are binding only upon the
assets and property of the Trust or series thereof.
IN WITNESS WHEREOF, the parties have set their hands as of the date first above
written.
▇▇▇▇▇▇ TRUST AND SAVINGS BANK PFPC INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: S.V.P. Title: Executive Vice President
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Date: June 29, 2001 Date: July 12, 2001
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