Exhibit 9(b)
AMENDMENT TO
AMENDED AND RESTATED CUSTODIAN AGREEMENT
BETWEEN
XXXX XXXXXXX VARIABLE SERIES TRUST I
AND
STATE STREET BANK AND TRUST COMPANY
This Amendment is made as of the 18th day of March, 1996, by and between
Xxxx Xxxxxxx Variable Series Trust I (the "Fund") and State Street Bank and
Trust Company (the "Bank"). Reference is made to that certain Amended and
Restated Custodian Agreement dated as of January 30, 1995 (the "Custodian
Agreement"), by and between the Fund and the Bank. All capitalized terms used in
this Amendment and not otherwise defined shall have the respective meanings set
forth in the Custodian Agreement.
WHEREAS, the Fund has authorized the establishment of nine new portfolios
to be managed and sub-managed by certain investment managers selected by the
Fund, as more fully set forth in Appendix A hereto; and
WHEREAS, the Fund desires to transfer to the Bank custodial services for
the existing portfolio known as the Managed Portfolio; and
WHEREAS, the Fund desires that the Bank act as custodian, and the Bank is
willing to act as custodian, with respect to each portfolio listed on Appendix A
hereto, including each new portfolio listed there, upon and subject to the terms
of the Custodian Agreement as amended hereby;
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Fund and the Bank agree as follows:
1. Section 1(a) of the Custodian Agreement is hereby amended to read in its
entirety as follows:
(a) "Fund" shall mean Xxxx Xxxxxxx Variable Series Trust I or, where
appropriate, each of the Portfolios listed on Appendix A. From time to
time, the Board (defined below) may establish new investment portfolios to
be advised by such investment managers or sub-managers as the Board may
select. Each such Portfolio and its manager or sub-manager will be included
on Appendix A.
2. Section 1(d) of the Custodian Agreement is hereby amended to read in its
entirety as follows:
(d) "Authorized Officer" shall mean any of the following officers of the
Fund: the Chairman of the Board, the President, a Vice President, the
Secretary, the Treasurer, any Assistant Secretary or Assistant Treasurer,
or any other officer of the Fund duly authorized to sign any appropriate
resolution of the board of the Fund; and in addition, where the context so
requires, shall also include, with respect to each Portfolio listed on
Appendix A, such officer(s) of the manager and sub-manager for such
Portfolio (as
identified on Appendix A) for whom a current certificate has been filed
with the Bank pursuant to Section 12 of this Agreement.
3. The first four sentences of Section 1(j) of the Custodian Agreement are
hereby amended to read as follows:
(j) The Custodian shall be deemed to have received "proper instructions"
with respect to any of the matters referred to in this Agreement upon
receipt of written or facsimile instructions signed by such one or more
person or persons as the Board shall have from time to time authorized to
give the particular class of instructions in question. Electronic
instructions for the purchase and sale of securities which are transmitted
by Xxxx Xxxxxxx Advisers, Inc. to the Custodian through the Xxxx Xxxxxxx
equity trading system and the Xxxx Xxxxxxx fixed income trading system, or
by any other authorized manager or sub-manager identified on Appendix A
through similar electronic systems, shall be deemed to be proper
instructions; the Fund shall cause all such instructions to be confirmed in
writing. Different persons may be authorized to give instructions for
different purposes. A certified copy of a vote of the Board, or a certified
copy of an executed Investment Management or Sub-Management Agreement (and
related incumbency certificate which satisfies the requirements of Section
12 below), may be received and accepted by the Custodian as conclusive
evidence of the authority of any such person to act and may be considered
as in full force and effect until receipt of written notice to the
contrary.
4. Section 4 of the Custodian Agreement is hereby amended by adding the
following sentence at the end thereof:
The books and records of each Portfolio or Fund hereunder shall be
maintained under this Agreement such that the assets of each Portfolio
shall be and remain at all times separate and identifiable on the books and
records of the Bank.
5. Section 12 of the Custodian Agreement is hereby amended to read in its
entirety as follows:
The Secretary of the Fund shall at all times maintain on file with the Bank
the Secretary's certification to the Bank, in such form as may be
acceptable to the Bank, of the names and signatures of the Authorized
Officers of the Fund, of the investment manager and of each sub-manager of
the Fund, it being understood that upon the occurrence of any change in the
information set forth in the most recent certification on file (including
without limitation any person named in the most recent certification who
has ceased to hold the office designated therein), the Secretary of the
Fund shall sign a new or amended certification setting forth the change and
the new, additional or omitted names or signatures. The Bank shall be
entitled to rely and act upon instructions from any officers named in the
most recent certification; it being expressly understood, however, that the
authority of any officer of a given investment manager or sub-manager shall
be limited to the particular Portfolio(s) identified on Appendix A as
managed by such investment manager or sub-manager, and (if more than one
Portfolio is so identified) may be further limited to the particular
Portfolio named in the most recent certification.
6. Appendix A to the Custodian Agreement is hereby amended in its entirety
and replaced with Appendix A attached hereto.
7. Except as set forth above, the Custodian Agreement as heretofore amended
is confirmed and ratified.
IN WITNESS WHEREOF, the Fund and the Bank have each caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representative as of the date first written above.
Attest: (Seal) XXXX XXXXXXX VARIABLE SERIES TRUST I
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------- --------------------
Name: Xxxxxx X. XxXxxx Name: Xxxxxxx X. Xxxxx
---------------- ----------------
Title: Associate Counsel Title: Treasurer
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Attest: (Seal) STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
--------------------- ----------------------
Name: Xxxxxx X. XxXxxx Name: Xxxxx X. Xxxxxxxxx
---------------- ------------------
Title: Assistant Vice President Title: Assistant Vice President
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APPENDIX A
Name of Portfolio Portfolio Sub-Manager
1. International Equities Portfolio Xxxx Xxxxxxx Advisers, Inc.
2. Special Opportunities Portfolio Xxxx Xxxxxxx Advisers, Inc.
3. Small Cap Growth Portfolio Xxxx Xxxxxxx Advisers, Inc.
4. Small Cap Value Portfolio INVESCO Management & Research, Inc.
5. Mid Cap Growth Portfolio Janus Capital Corporation
6. Mid Cap Value Portfolio Xxxxxxxxx & Xxxxxx X.X.
7. International Balanced Portfolio Xxxxxxx Partners, Inc.
8. International Opportunities Portfolio Xxxx Xxxxx-Xxxxxxx International, Inc.
9. Large Cap Value Portfolio X. Xxxx Price Associates, Inc.
10. Strategic Bond Portfolio X.X. Xxxxxx Investment Management Inc.
11. Equity Index Portfolio Independence Investment Associates, Inc.
12. Managed Portfolio Independence Investment Associates, Inc.