Exhibit (d)65
Second Amendment to Sub-Investment Management Agreement
This Second Amendment ("Amendment") is made as of this 1st day of July,
2001, by and among Xxxx Xxxxxxx Variable Series Trust I, a Massachusetts
business trust (the "Series"), Janus Capital Corporation, a Colorado corporation
("Adviser"), and Xxxx Xxxxxxx Life Insurance Company, a Massachusetts
corporation formerly known as "Xxxx Xxxxxxx Mutual Life Insurance Company"
("JHLICO").
RECITALS
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Xxxx Xxxxxxx Variable Series Trust I, Janus Capital Corporation and
Xxxx Xxxxxxx Life Insurance Company dated March 29, 1996, as amended
June 7, 2000, (the "Agreement") wherein (1) Adviser is appointed as
sub-manager of the Mid-Cap Growth Portfolio ("Portfolio") and (2)
JHLICO is solely responsible for payment of all compensation due to
Adviser for its services thereunder.
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B. The parties hereto desire to amend the terms of the
Agreement in accordance with Section 15 of the Investment Advisers Act
of 1940 pursuant to the terms of this Amendment.
C. This Amendment is intended to result in a reallocation of
certain investment advisory fees ("Reallocation"), as between Adviser
and JHLICO, that are paid by the Series to JHLICO for the investment
management of such Mid-Cap Growth Portfolio.
AMENDMENT
Now, therefore, for good and valuable consideration, receipt whereof is
hereby acknowledged, the parties hereby agree as follows:
1. Recitals A, B and C are incorporated herein and made a part hereof.
2. Schedule I shall be deleted and replaced with the attached
Schedule I.
3. The Agreement, as amended by this Amendment, is ratified and
confirmed.
4. This Amendment may be executed in two or more counterparts which
together shall constitute one instrument.
REPRESENTATIONS
1. Adviser represents that it will not reduce the quality or quantity
of its services to the Series under the Agreement as a result of the reduced fee
schedule contained in this Amendment, however Adviser makes no representation or
warranty, express or implied, that any level of performance or investment
results will be achieved by the Portfolio or that the Portfolio will perform
comparably with any standard or index, including other clients of Adviser.
2. JHLICO represents that: (a) it will not reduce the quality or
quantity of its services to the Series under the Agreement as a result of the
reduced fee schedule contained in this Amendment; (b) approval of this revised
fee schedule has been obtained from the Board of Trustees of the Series; and (c)
in accordance with JHLICO's understanding of current positions of the Division
of Investment Management of the Securities and Exchange Commission, as
articulated in its no-action letter dated August 5, 1997 (INVESCO, SEC Ref. No.
97-198-CC, 1997 SEC No-Act. LEXIS 787), and Adviser's representations above, the
Reallocation complies with the requirements of such letter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.
XXXX XXXXXXX VARIABLE
SERIES TRUST I
By: /s/ Xxxxxxx X. Xxx Xxxx
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Name: Xxxxxxx X. Xxx Xxxx
Title: Senior Vice President
XXXX XXXXXXX LIFE
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and Chief Investment Strategist
JANUS CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President
SCHEDULE I
FEES
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Current Net Assets Under Management Sub-Investment Management Fee
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On the first $100,000,000 Fifty Five (55) basis points (0.55%)
On the next $400,000,000 Fifty (50) basis points (0.50%)
On amounts over $500,000,000 Forty Five (45) basis points (0.45%)
