Exhibit 23(d)30(a)
Large Cap Growth
SUB-INVESTMENT MANAGEMENT AGREEMENT
AMONG
XXXX XXXXXXX VARIABLE SERIES TRUST I
INDEPENDENCE INVESTMENT ASSOCIATES INC.
AND
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY
SUB-INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 29/th/ day of April, 1988 by and among Xxxx
Xxxxxxx Variable Series Trust I, a Massachusetts business trust (the "Series"),
Independence Investment Associates, Inc., a Delaware corporation (the
"Sub-Manager"), and Xxxx Xxxxxxx Mutual Life Insurance Company, a Massachusetts
corporation ("JHMLICO").
WHEREAS, the Series is organized and intends to continue to engage in
business as an open-end management investment company and is so registered under
the investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, JHMLICO and the Sub-Manager are engaged in the business of
rendering investment advice under the Investment Advisors Act of 1940; and
WHEREAS, the Series is authorized to issue shares of beneficial interest in
separate classes with each such class representing interests in a separate
portfolio of securities and other assets; and
WHEREAS, the Series currently offer shares in seven classes designated as
the Stock Portfolio, Bond Portfolio, Money-Market Portfolio, Aggressive Stock
Portfolio, Total Return Portfolio, Real Estate Portfolio and Global Portfolio
(together with all other classes established by the Series, the "Portfolios"),
each of which pursues its investment objectives through separate investment
policies; and
WHEREAS, the Series has retained JHMLICO to render investment management
services to the Series pursuant to an Investment Management Agreement dated as
of April 12, 1988 (the "Investment Management Agreement"), pursuant to which it
may contract with the Sub-Manager as provided for herein; and
WHEREAS, the Sub-Manager has previously contracted with the Series
predecessor, Xxxx Xxxxxxx Variable Series Fund I, Inc., a Maryland corporation,
to provide the same services for the same compensation.
NOW, THEREFORE, WITNESSETH: That it is hereby agreed between the parties
hereto as follows:
1. APPOINTMENT OF SUB-MANAGER.
(a) Subject Portfolios. The Sub-Manager is hereby appointed and the
Sub-Manager hereby accepts the appointment, to act as investment adviser and
manager to the Stock, Aggressive Growth and Total Return Portfolios (the
"Subject Portfolios") for the period and on the terms herein set forth, for the
compensation herein provided.
(b) Additional Subject portfolios. In the event that the Series and
JHMLICO desire to retain the Sub-Manager to render investment advisory services
hereunder for any other Portfolio, they shall so notify the Sub-Manager in
writing. If it is willing to render such services, the Sub-Manager shall notify
the Series in writing, whereupon such Portfolio shall become a Subject Portfolio
hereunder.
(c) Independent Contractor. The Sub-Manager 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 be deemed an agent of
the Series.
2. PROVISION OF INVESTMENT MANAGEMENT SERVICES.
The Sub-Manager will provide for the Subject Portfolio a continuing and
suitable investment program consistent with the investment policies, objectives
and restrictions of said Portfolios. The Sub-Manager will manage the investment
and reinvestment of the assets in the Subject Portfolios, and perform the
functions set forth below, subject to the overall supervision, direction,
control and review of the Board of Trustees of the Series, JHMLICO and, as in
effect from time to time, the provisions of the Series' Declaration of Trust,
Bylaws, prospectus, statement of additional information, 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 the Sub-Manager in writing by JHMLICO or the Series
from time to time).
The Sub-Manager will, at its own expense:
(a) advise the Series in connection with investment decisions to be made
by its Board of Trustees or any committee thereof regarding the Subject
Portfolios and, upon request, furnish the Series with research, economic
and statistical data in connection with said Portfolios' investments and
investment policies;
(b) submit such reports relating to the valuation of the Subject
Portfolios' securities as the Series' Board of Trustees may reasonably
request;
(c) place orders for purchases and sales of portfolio investments for the
Subject Portfolios; and
(d) maintain and preserve the records relating to its activities hereunder
required by the 1940 Act to be maintained and preserved by the Series, to
the extent not maintained by the Series' custodian, transfer agent or
JHMLICO.
The Series and JHMLICO will provide timely information to the Sub-Manager
regarding such matters as purchases and redemptions of shares in the Subject
Portfolio and the cash requirements of, and cash available for investment in,
each such Portfolio, and all information as may be reasonably necessary or
appropriate in order for the Sub-Manager to perform its responsibilities
hereunder. On its own initiative, the Sub-Manager will apprise JHMLICO and the
Series of important developments materially affecting any Subject Portfolio and
will furnish JHMLICO and the Series' Board of Trustees from time to time such
information as is appropriate for this purpose.
3. ALLOCATION OF EXPENSES.
Each party to this Agreement shall bear the costs and expenses of
performing its obligations hereunder. In this regard, the Series specifically
agrees to assume the expense of:
(i) brokerage commissions for transactions in the portfolio investments
of the Series and similar fees and charges for the acquisition,
disposition, lending or borrowing of such portfolio investments;
(ii) all taxes, including issuance and transfer taxes, and reserves for
taxes payable by the Series to federal, state or other governmental
agencies; and
(iii) interest payable on the Series' borrowings.
Nothing in this Agreement shall alter the allocation of expenses and costs
agreed upon between the Series and JHMLICO in the Investment Management
Agreement or any other agreement to which they are parties.
4. SUB-ADVISORY FEE.
For all of the services rendered as herein provided, JHMLICO shall pay to
the Sub-Manager a fee (for payment of which the Series shall have no obligation
or liability), with respect to each Subject Portfolio, at an effective rate of:
(a) For the Stock Portfolio:
0.1875% of an annual basis of the Current Net Assets (defined below)
of each such portfolio.
(b) For all other Subject Portfolios:
(i) 0.30% on an annual basis of the first $500,000,000 of the
Current Net Assets of such Portfolio; and
(ii) 0.2625% on an annual basis for that portion of Current Net
Assets in excess of $500,000,000 and not over $1,000,000,000 of such
Portfolio; and
(iii) 0.225 on an annual basis for that portion of Current Net Assets
in excess of $1,000,000,000 of such Portfolio.
The 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 any Subject Portfolio during any calendar month, the
fee with respect to such Portfolio accrued to the date of termination shall be
paid.
"Current Net Assets" of any Subject Portfolio for purposes of computing the
amount of advisory fee accrued for any day shall mean that Portfolio's net
assets as of the most recent preceding day for which that Portfolio's net assets
were computed.
5. PORTFOLIO TRANSACTIONS.
In connection with the investment and reinvestment of the assets of the
Subject Portfolios, the Sub-Manager is authorized to select the brokers or
dealers that will execute purchase and sale transactions for each Portfolio and
to use its best efforts to obtain the best available price and most favorable
execution with respect to all such purchases and sales of portfolio securities
for each Portfolio. The Sub-Manager shall maintain records adequate to
demonstrate compliance with this requirement. Subject to this primary
requirement, and maintaining as its first consideration the benefits to the
Subject Portfolios and their shareholders, the Sub-Manager shall have the right
subject to the control of the 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 Portfolios or to the
Sub-Manager, and who charge a higher commission rate to the Subject Portfolios
than may result when allocating brokerage solely on the basis of seeking the
most favorable price and execution. The Sub-Manager shall determine in good
faith that such higher cost was reasonable in relation to the value of the
brokerage and research services provided.
The fees payable to the Sub-Manager by JHMLICO hereunder shall be reduced
by any tender offer solicitation fees or similar payments received by the
Sub-Manager, in connection with the tender of investments of any Portfolio (less
direct expenses incurred by the Sub-Manager in connection with obtaining such
fees or payments). The Sub-Manager shall use its best efforts to recapture all
available tender offer solicitation fees and similar payments in connection with
tenders of the securities of any Portfolio, provided that neither the
Sub-Manager nor any of its affiliates shall be required to register as a
broker-dealer for this purpose. The Sub-Manager shall advise JHMLICO and the
Series' Board of Trustees of any fees or payments of whatever type which it may
be possible for the Sub-Manager or an affiliate of the Sub-Manager to receive in
connection with the purchase or sale of investment securities for any Subject
Portfolio.
6. INFORMATION, RECORDS, AND CONFIDENTIALITY.
The Series shall own and control all records maintained hereunder by the
Sub-Manager on the Series' behalf and, in the event of termination of this
Agreement with respect to any Portfolio for any reason, all records relating to
that Portfolio shall be promptly returned to the Series, free from any claim or
retention of rights by the Sub-Manager. The Sub-Manager also agrees, upon
request of the Series, promptly to surrender such books and records or, at the
Sub-Manager's expense, copies thereof, to the Series or make such books and
records available for inspection by representatives of regulatory authorities or
other persons reasonably designated by the Series. The Sub-Manager 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. The Sub-Manager shall supply all information requested by any
insurance regulatory authorities to determine whether all insurance laws and
regulations are being complied with.
The Sub-Manager shall not disclose or use any records or information
obtained pursuant hereto in any manner whatsoever except as expressly authorized
herein, and will keep confidential any information obtained pursuant hereto, and
disclose such information only if the Series has authorized such disclosure, or
if such disclosure is expressly required by applicable federal or state
regulatory authorities.
The Sub-Manager shall supply the Board of Trustees and officers of the
Series, and JHMLICO, with all statistical information regarding investments
which is reasonably required by them and reasonably available to the
Sub-Manager.
7. LIABILITY.
No provision of this Agreement shall be deemed to protect the Sub-Manager
or JHMLICO against any liability to the Series 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 Series against any such liability to which he might otherwise be
subject by reason of any willful misfeasance, bad faith or negligence in the
performance his duties or the reckless disregard of his obligations and duties.
8. DURATION AND TERMINATION OF THIS AGREEMENT.
(a) Duration. This Agreement shall become effective with respect to the
Stock, Aggressive Stock and Total Return Portfolios on the date hereof and, with
respect to any additional Subject Portfolio, on the date of receipt by the
Series of notice from the Sub-Manager in accordance with Paragraph 1(b) hereof
that the Sub-Manager is willing to serve with respect to such Portfolio. Unless
terminated as herein provided, this Agreement shall remain in full force and
effect for two years from the date hereof with respect to the three initial
Subject Portfolios and, with respect to each additional Subject Portfolio, until
two years following the date on which such Portfolio becomes a Subject Portfolio
hereunder, and shall continue in full force and effect thereafter with respect
to each Subject Portfolio so long as such continuance with respect to any such
Portfolio is approved at least annually (a) by either the Board of Trustees of
the Series or by vote of a majority of the outstanding voting shares of such
Portfolio, and (b) in either event by the vote of a majority of the trustees of
the Series who are not parties to this Agreement or "interested persons" of any
such party, cast in person at a meeting called for the purpose of voting on such
approval.
Any approval of this Agreement by the holders of a majority of the
outstanding shares of any Subject Portfolio shall be effective to continue this
Agreement with respect to any such Portfolio notwithstanding (A) that this
Agreement has not been approved by the holders of a majority of the outstanding
shares of any other Portfolio affected hereby, and (B) that this Agreement has
not been approved by the vote of a majority of the outstanding shares of the
Series, unless such approval shall be required by any other applicable law or
otherwise. The terms "assignment," "vote of a majority of
the outstanding shares" and "interested person," when used in this Agreement,
shall have the respective meanings specified in the 1940 Act and rules
thereunder.
(b) Termination. This Agreement may be terminated with respect to any
Subject Portfolio at any time, without payment of any penalty, by vote of the
trustees of the Series, by vote of a majority of the outstanding shares of such
Portfolio, by the Sub-Manager on at least sixty days' written notice to the
Series and JHMLICO, or by JHMLICO on at least sixty days' written notice to the
Series and the Sub-Manager.
(c) Automatic Termination. This Agreement shall automatically and
immediately terminate in the event of its assignment or if the Investment
Management Agreement is terminated.
9. SERVICES NOT EXCLUSIVE.
The services of the Sub-Manager to the Series are not to be deemed
exclusive and it shall be free to render similar services to others so long as
its services hereunder are not impaired thereby. It is specifically understood
that directors, officers and employees of the Sub-Manager and of its
subsidiaries and affiliates may continue to engage in providing portfolio
management services and advice to other investment companies, whether or not
registered, and other investment advisory clients.
10. AVOIDANCE OF INCONSISTENT POSITION.
In connection with the purchase and sale of portfolio securities of the
Subject Portfolio, the Sub-Manager and its directors, officers and employees
will not act as principal or agent or receive any commission. Noting in this
Agreement, however, shall preclude the combination of orders for the sale or
purchase of portfolio securities of the Subject Portfolio with those for other
registered investment companies managed by the Sub-Manager or its affiliates, if
orders are allocated in a manner deemed equitable by the Sub-Manager among the
accounts and at a price approximately averaged.
11. AMENDMENT.
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing. No amendment of this
Agreement shall be effective with respect to any Portfolio until approved
specifically by (a) the Board of Trustees of the Series, or by vote of a
majority of the outstanding shares of that Portfolio, and (b) by vote of a
majority of those Trustees of the Series who are not interested persons of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval.
12. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Series hereunder shall
not be binging upon any of the trustees, shareholders, officers, agents or
employees of Series personally, but only bind the trust property of the Series,
as provided in the Series' Declaration of Trust.
13. GOVERNING LAW.
This agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act and
rules thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as the day first set forth above.
ATTEST: XXXX XXXXXXX VARIABLE SERIES TRUST I
/s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxxxx
Title: CHAIRMAN
---------------------------------
Chairman
ATTEST: INDEPENDENCE INVESTMENT ASSOCIATES, INC.
/s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxxxxxxx
Title: PRESIDENT
--------------------------------
President
ATTEST: XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY
/s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxx
Title: SENIOR VICE PRESIDENT
--------------------------------
Senior Vice President
