EXHIBIT 4(d)
AMENDMENT NO.1 TO SUB-ADVISORY AGREEMENT
THIS AMENDMENT NO.1 (THE "AMENDMENT") TO THE SUB-ADVISORY AGREEMENT (the
"Sub-Advisory Agreement"), dated as of August 31, 1992, by and among XXXXXXX
XXXXX (SUISSE) INVESTMENT MANAGEMENT S.A., a corporation organized under the
laws of Switzerland (hereinafter referred to as "MLSIM"), XXXXXXX XXXXX ASSET
MANAGEMENT U.K. LTD., a corporation organized under the laws of England and
Wales (hereinafter referred to as "MLAM U.K."), and XXXXXXX XXXXX CONSULTS
INTERNATIONAL PORTFOLIO, an unincorporated business trust under the laws of the
Commonwealth of Massachusetts (the "Fund"), is made and entered into as of
September 23, 1999.
PRELIMINARY STATEMENT
WHEREAS, the parties hereto desire to amend the Sub-Advisory Agreement as
set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises, the mutual covenants,
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Defined Terms. Except as defined herein, all capitalized terms used
herein shall have the respective meanings ascribed to them in the
Sub-Advisory Agreement.
2. Amendments to Sub-Advisory Agreement. The Sub-Advisory Agreement is
hereby amended as follows:
a. by deleting the fourth WHEREAS clause thereof and replacing it in
its entirety with the following WHEREAS clause:
"WHEREAS, MLAM U.K. is willing to provide to MLSIM certain
investment advisory services with respect to the day-to-day
investment management of the Fund on the terms and conditions
hereinafter set forth."
b. by amending Article I thereof to read in full as follows:
ARTICLE I
DUTIES OF MLAM U.K.
"MLSIM hereby employs MLAM U.K. to act as sub-adviser to MLSIM
and to furnish, or arrange for affiliates to furnish, certain
investment advisory services with respect to the day-to-day
investment management of the Fund, as described below, subject to
the supervision of MLSIM and the Trustees of the
Fund, for the period and on the terms and conditions set forth in
this Agreement. MLAM U.K. hereby accepts such employment and agrees
during such period to render, or arrange for the rendering of, such
services and to assume the obligations herein set forth for the
compensation from MLSIM provided for herein. MLAM U.K. and its
affiliates shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent
the Fund in any way or otherwise be deemed an agent of the Fund.
MLAM U.K. shall provide MLSIM with such investment research,
advice, and supervision as the latter may from time to time consider
necessary for the proper management of the Fund for which MLSIM
determines MLAM U.K. shall serve as sub-advisor. All advice and
recommendations provided by MLAM U.K. shall be subject to the
restrictions of the Declaration of Trust and By-Laws of the Fund, as
amended from time to time, the provisions of the Investment Company
Act, and the statements relating to the Fund's investment
objectives, investment policies, and investment restrictions as the
same are set forth in the currently effective prospectus and
statement of additional information relating to the shares of the
Fund under the Securities Act of 1933, as amended (the "Prospectus"
and "Statement of Additional Information," respectively)."
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which for all purposes shall be deemed to be an
original, and all of which when taken together shall constitute but one
and the same instrument.
4. Miscellaneous. Except as modified herein, all of the terms and
conditions of the Sub-Advisory Agreement, as heretofore in effect, shall
remain in full force and effect and, as modified hereby, the Sub-Advisory
Agreement is hereby ratified and confirmed in all respects.
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XXXXXXX XXXXX (SUISSE) INVESTMENT
MANAGEMENT S.A.
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Director
XXXXXXX XXXXX ASSET MANAGEMENT
U.K. LTD.
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
XXXXXXX XXXXX CONSULTS
INTERNATIONAL PORTFOLIO
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
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