Exhibit (d)31
THIS AMENDMENT is entered into as of May 1, 2001, among Xxxx Xxxxxxx Variable
Series Trust I, a Massachusetts business trust (the "Trust"), Xxxx Xxxxxxx Life
Insurance Company, a Massachusetts corporation formerly known as "Xxxx Xxxxxxx
Mutual Life Insurance Company" (the "Adviser"), State Street Global Advisors, a
division of State Street Bank and Trust Company, a Massachusetts trust company
("SSGA"), and SSgA Funds Management, Inc., a Massachusetts corporation ("Funds
Management").
Recitals
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SSGA has been providing investment sub-advisory services to the Adviser and the
Trust pursuant to that certain Sub-Investment Management Agreement dated March
18, 1997, as amended, among the Trust, the Adviser and SSGA (the "Agreement").
In response to the enactment of the Xxxxx-Xxxxx-Xxxxxx Act, SSGA has created a
new corporation, Funds Management, to provide investment advisory services to
registered investment companies. SSGA and Funds Management are both wholly-owned
subsidiaries of State Street Corporation, a Massachusetts corporation ("SSC"),
and both are controlled by SSC.
SSGA proposes that Funds Management assume all of its rights and obligations
under the Agreement and represents that, pursuant to Rule 2a-6 of the Investment
Company Act of 1940 (the "1940 Act"), this transaction would not result in a
change of actual control or management and therefore would not be considered an
"assignment" as set forth under the 1940 Act.
1. The Agreement is hereby amended so that Funds Management assumes all of
SSGA's rights and obligations thereunder. Funds Management hereby
assumes and agrees to perform all the obligations of SSGA under the
Agreement. The term "SSgA Funds Management, Inc." replaces the term
"State Street Bank and Trust Company", the term "Xxxx Xxxxxxx Life
Insurance Company" replaces the term "Xxxx Xxxxxxx Mutual Life
Insurance Company", and the term "JHLICO" replaces the term "JHMLICO"
wherever shown in the Agreement.
2. The Trust and the Adviser hereby acknowledge and agree to the revision
provided for in Section 1 with respect to the Agreement.
3. The Trust, the Adviser and SSGA agree that the revision provided for in
Section 1 shall not be construed as an "assignment" for purposes of
Section 8(c) of the Advisory Agreement for the reasons stated in the
Recitals above.
4. SSGA represents and warrants that the revision contemplated in this
agreement arises from "a transaction which does not result in a change
of actual control or management of the investment adviser to an
investment company" under Rule 2a-6 of the 1940 Act.
5. Each of the Trust, the Adviser, SSGA and Funds Management represents
and warrants that it has full power and authority and has received all
necessary approvals to execute and deliver this amendment, which will
constitute a valid and binding agreement of it; provided, however, that
these representations and warranties by the Trust and Adviser shall
exclude all claims and demands, and impose no liability on the Trust or
the Adviser, arising from, or in connection with, failure of the Trust
to obtain full power, authority, or any necessary approvals to execute
and deliver this amendment where such failure is caused by, arises
from, or is in connection with, SSGA's representation that the revision
contemplated in this agreement arises from a transaction which does not
result in a "change of actual control or management" of SSGA or Funds
Management within the meaning of Rule 2a-6 of the 1940 Act. For
purposes hereof, it is understood and agreed among the parties hereto
that the Trust and Adviser shall be entitled to rely upon such
representation for purposes of their determination that such
transaction is not a "change of actual control or management."
6. This amendment may be executed in more than one counterpart each of
which shall be deemed an original and all of which, taken together,
shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to take
effect on and as of May 1, 2001.
Xxxx Xxxxxxx Variable Series Trust I
by: /s/ Xxxxxxx X Xxx Xxxx
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Name: Xxxxxxx X. Xxx Xxxx
Title: Chairman
Xxxx Xxxxxxx Life Insurance Company
by: /s/ Xxxxxxx X. Xxx Xxxx
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Name: Xxxxxxx X. Xxx Xxxx
Title:
State Street Global Advisors, a division of State Street Bank and Trust Company
by: /s/ J. Xxxxxxx Xxxxxx
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Name: J. Xxxxxxx Xxxxxx
Title: Principal
SSgA Funds Management, Inc.
by: /s/Xxxxxxx X. Xxxx, Xx.
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Name: Xxxxxxx X. Xxxx, Xx.
Title: President
