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Exhibit 23(d)20
(Small Cap Value Fund)
AMENDMENT
TO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT to that certain sub-investment management agreement made as of
the first day of May, 2001 ("Agreement") by and among Xxxx Xxxxxxx Variable
Series Trust I, a Massachusetts business trust (the "Trust"), X. Xxxx Price
Associates, Inc., ("X. Xxxx Price") a Maryland corporation and subsidiary of X.
Xxxx Price Group, Inc., and Xxxx Xxxxxxx Life Insurance Company, a Massachusetts
corporation ("JHLICO").
WHEREAS, JHLICO and X. Xxxx Price desire to amend the Agreement to provide
that (1) X. Xxxx Price will provide services to the Small Cap Value Fund with
respect to such assets of the Small Cap Value Fund as may be designated by
JHLICO from time to time, and (2) in the event that, in addition to X. Xxxx
Price, other investment advisers or sub-managers are appointed by the Trust or
JHLICO to render investment advisory services to the Small Cap Value Fund, X.
Xxxx Price shall not be held responsible for such other investment adviser's or
other sub-manager's compliance with policies and limitations applicable to the
Small Cap Value Fund; and
WHEREAS, at a meeting duly called for such purpose on June 12, 2002, the
Board of Trustees of the Trust, including a majority of those trustees of the
Trust who are not interested persons of any party to this Agreement, voted to
approve the form of amendment to the Agreement for the aforesaid purposes; and
WHEREAS, by vote of a majority of the outstanding shares of that Fund at a
meeting duly called for such purpose on September 25, 2002 and adjourned until
October 7, 2002, an amendment to the Agreement for the aforesaid purposes was
approved
NOW, THEREFORE, WITNESSETH: That in accordance with section 11 of the
Agreement, the parties hereto agree to amend the Agreement with respect to the
Small Cap Value Fund of the Trust, as follows:
A. Section 2. of the Agreement is revised to read as follows:
2. PROVISION OF INVESTMENT MANAGEMENT SERVICES.
X. Xxxx Price will provide for the Subject Fund's assets as may be
designated to it by JHLICO from time to time (the "Subject Assets") a
continuing and suitable investment program consistent with the investment
policies, objectives and restrictions of said Fund, as established by the
Trust and JHLICO. From time to time, the Board of Trustees of the Trust may
provide X. Xxxx Price with additional or amended investment policies,
guidelines and restrictions. X. Xxxx Price, as sub-manager, will manage the
investment and reinvestment of the assets in the Subject Fund, and perform
the functions set forth below, subject to the overall supervision,
direction, control and review of JHLICO and the Board of Trustees of the
Trust,
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consistent with the applicable investment policies, guidelines and
restrictions, the provisions of the Trust's Declaration of Trust, Bylaws,
prospectus, statement of additional information (each as in effect from
time to time), the 1940 Act and all other applicable laws and regulations
(including any applicable investment restrictions imposed by state
insurance laws and regulations or any directions or instructions delivered
to X. Xxxx Price in writing by JHLICO or the Trust from time to time). In
the event that, in addition to X. Xxxx Price, other investment advisers or
sub-managers are appointed by the Trust or JHLICO to render investment
advisory services to the Subject Fund, JHLICO and the Trust each
acknowledges and agrees that X. Xxxx Price will not be held responsible for
such other investment advisers' or sub-managers' compliance with policies
and limitations applicable to the Subject Fund. By its signature below, X.
Xxxx Price acknowledges receipt of a copy of the Trust's Declaration of
Trust, Bylaws, prospectus, and statement of additional information, each as
in effect on the date of this Agreement.
X. Xxxx Price will, at its own expense:
(a) advise the Subject Fund in connection with investment policy decisions
to be made by its Board of Trustees or any committee thereof regarding the
Subject Assets and, upon request, furnish the Trust with research, economic
and statistical data in connection with said Fund's investments and
investment policies;
(b) submit such reports and information as JHLICO or the Trust' s Board of
Trustees may reasonably request, to assist the custodian in its
determination of the market value of securities held in the Subject Assets
to the extent such securities are not otherwise priceable using an approved
pricing service;
(c) place orders for purchases and sales of portfolio investments for the
Subject Assets;
(d) give instructions to the Subject Fund's custodian concerning the
delivery of securities and transfer of cash for the Subject Assets in
connection with the settlement of trades;
(e) maintain and preserve the records relating to its activities hereunder
required by the 1940 Act to be maintained and preserved by the Trust, to
the extent not maintained by the custodian, transfer agent or JHLICO;
(f) each business day, provide JHLICO with a written daily statement of the
transactions effected for the Subject Assets on the previous business day;
(g) as soon as practicable following the end of each calendar month,
provide JHLICO with a summary listing of all investments held in such
Subject Assets as of the last day of the month, together with the average
purchase price per unit of each investment and such other information as
JHLICO may reasonably request; and
(h) absent specific instructions to the contrary provided to it by JHLICO
and subject to its receipt of all necessary voting materials, vote all
proxies with respect to investments of the Subject Assets in accordance
with X. Xxxx Price's proxy voting policy as most recently provided to
JHLICO.
The Trust and JHLICO will provide timely information to X. Xxxx Price
regarding such matters as purchases and redemptions of shares in the
Subject Fund and the cash requirements of, and cash available for
investment in, the Subject Fund.
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JHLICO will timely provide X. Xxxx Price with copies of monthly accounting
statements for the Subject Fund, and such other information (including,
without limitation, reports concerning the classification of Portfolio
securities for purposes of Subchapter M of the Internal Revenue Code and
Treasury Regulation Section 1.817) as may be reasonably necessary or
appropriate in order for X. Xxxx Price to perform its responsibilities
hereunder. X. Xxxx Price will apprise JHLICO and the Trust of important
political and economic developments materially affecting the marketplace or
the Subject Assets, and will furnish JHLICO and the Trust's Board of
Trustees from time to time such information as is appropriate for this
purpose. X. Xxxx Price will also make such personnel as it deems
appropriate available in Boston or other reasonable locations as often as
quarterly to discuss the Subject Assets and X. Xxxx Price's management
thereof, to educate JHLICO sales personnel with respect thereto, and for
such other purposes as the Trust or JHLICO may reasonably request.
B. Section 4. of the Agreement is revised to read as follows:
4. SUB-ADVISORY FEES.
For all of the services rendered with respect to the Subject Assets as
herein provided, JHLICO shall pay to X. Xxxx Price a fee (for the payment
of which the Trust shall have no obligation or liability), based on the
Current Net Assets of the Subject Assets, as set forth in Schedule I
attached hereto and made a part hereof. Such fee shall be accrued daily and
payable monthly, as soon as practicable after the last day of each calendar
month. In the case of termination of this Agreement with respect to the
Subject Assets during any calendar month, the fee with respect to such
Subject Assets accrued to but excluding the date of termination shall be
paid promptly following such termination. For purposes of computing the
amount of advisory fee accrued for any day, "Current Net Assets" shall mean
the value of the Subject Fund's assets as of the most recent preceding day
for which the Subject Fund's net Subject Assets were computed.
C. The first paragraph of Section 5 of the Agreement is revised to read as
follows:
In connection with the investment and reinvestment of the Subject
Assets, X. Xxxx Price is authorized to select the brokers or dealers that
will execute purchase and sale transactions for the Subject Assets and to
use reasonable efforts to obtain the best available price and most
favorable execution with respect to all such purchases and sales of
portfolio securities for said Subject Assets. X. Xxxx Price shall maintain
records adequate to demonstrate compliance with this requirement. X. Xxxx
Price shall have the right subject to the control of the Trust's Board of
Trustees, and to the extent authorized by the Securities Exchange Act of
1934, to follow a policy of selecting brokers who furnish brokerage and
research services to the Subject Fund or to X. Xxxx Price, and who charge a
higher commission rate to the Subject Fund than may result when allocating
brokerage solely on the basis of seeking the most favorable price and
execution. X. Xxxx Price shall determine in good faith that such higher
cost was reasonable in relation to the value of the brokerage and research
services provided.
D. The first paragraph of Section 6 of the Agreement is revised to read as
follows:
The Trust shall own and control all records maintained hereunder by X.
Xxxx Price on the Trust's behalf and, in the event of termination of this
Agreement with respect to any Subject Assets for any reason, all records
relating to the Subject Fund shall be promptly returned to the Trust, free
from any claim or retention of rights by
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X. Xxxx Price, provided that (subject to the last paragraph of this Section
6) X. Xxxx Price may retain copies of such records. X. Xxxx Price also
agrees, upon request of the Trust, promptly to surrender such books and
records or, at its expense, copies thereof, to the Trust or make such books
and records available for audit or inspection by representatives of
regulatory authorities or other persons reasonably designated by the Trust.
X. Xxxx Price further agrees to maintain, prepare and preserve such books
and records in accordance with the 1940 Act and rules thereunder, including
but not limited to Rules 31a-1 and 31a-2. X. Xxxx Price also agrees to
supply all information in its possession required by any insurance
regulatory authorities to determine whether all insurance laws and
regulations are being complied with. X. Xxxx Price shall supply the Board
of Trustees and officers of the Trust and JHLICO with all statistical
information regarding the investments in the Subject Assets which is
reasonably required by them and reasonably available to X. Xxxx Price,
provided that X. Xxxx Price shall not be required to incur any additional
expense in connection therewith.
E. The first paragraph of Section 7 of the Agreement is revised to read as
follows:
No provision of this Agreement shall be deemed to protect X. Xxxx
Price or JHLICO against any liability to the Trust or its shareholders to
which it might otherwise be subject by reason of any willful misfeasance,
bad faith or negligence in the performance of its duties or the reckless
disregard of its obligations and duties under this Agreement or the
Investment Management Agreement. Nor shall any provision hereof be deemed
to protect any trustee or officer of the Trust against any such liability
to which he might otherwise be subject by reason of any willful
misfeasance, bad faith or gross negligence in the performance his duties or
the reckless disregard of his obligations and duties. X. Xxxx Price shall
employ only qualified personnel to manage the Subject Assets; shall comply
with all applicable laws and regulations in the discharge of its duties
under this Agreement; shall (as provided in Section 2 above) comply with
the investment policies, guidelines and restrictions of the Subject Fund
and with the provisions of the Trust's Declaration of Trust, Bylaws,
prospectus and statement of additional information; shall manage the
Subject Assets (subject to the receipt of and based upon the information
contained in periodic reports from JHLICO or the custodian concerning the
classification of Portfolio securities for such purposes) as a regulated
investment company in accordance with subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), and Treasury Regulations to Section
1.817-5(b). However, X. Xxxx Price shall not be obligated to perform any
service not described in this Agreement, and shall not be deemed by virtue
of this Agreement to have made any representation or warranty that any
level of investment performance or level of investment results will be
achieved.
F. Section 10 of the Agreement is revised to read as follows:
10. AVOIDANCE OF INCONSISTENT POSITION.
In connection with the purchase and sale of portfolio securities of
the Subject Assets, X. Xxxx Price and its directors, officers and employees
will not act as principal. Nothing in this Agreement shall preclude the
combination of orders for the sale or purchase of portfolio securities of
the Subject Assets with those for other registered investment companies
managed by X. Xxxx Price or its affiliates, if orders
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are allocated in a manner deemed equitable by X. Xxxx Price among the
accounts and at a price approximately averaged.
G. Effective Date
This Amendment to the Agreement shall be effective as of November 1, 2002.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of its effective date set forth above.
ATTEST: XXXX XXXXXXX VARIABLE SERIES TRUST I
/s/ Xxxxxxx X. Xxx Xxxx
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By: Xxxxxxx X. Xxx Xxxx
Title: Senior Vice President
ATTEST: XXXX XXXXXXX LIFE INSURANCE COMPANY
/s/ Xxxxxxx X. Xxx Xxxx
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By: /s/ Xxxxxxx X. Xxx Xxxx
Title: Senior Vice President
ATTEST: X. XXXX PRICE ASSOCIATES, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Assistant Vice President Title: Vice President
