Exhibit 23(d)28(b)
AMENDMENT TO SUBINVESTMENT MANAGEMENT AGREEMENT
This amendment ("Amendment") is made as of March 12, 2003 by and among Xxxx
Xxxxxxx Variable Series Trust I (the "Series"), Wellington Management Company,
LLP ("Adviser"), and Xxxx Xxxxxxx Life Insurance Company, a Massachusetts
corporation formerly known as "Xxxx Xxxxxxx Mutual Life Insurance Company"
("JHLICO").
RECITALS
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A. Series, Adviser and JHLICO are parties to that certain
Sub-Investment Management Agreement among Xxxx Xxxxxxx Variable Series
Trust I, Wellington Management Company, LLP and Xxxx Xxxxxxx Life Insurance
Company dated May 1, 2001, as amended July 1, 2002, (the "Agreement")
wherein Adviser is appointed as sub-investment manager of the Money Market
Fund ("Subject Fund").
B. The parties hereto desire to amend the terms of the Agreement in
accordance with Rule 12d3-1 under the Investment Company Act of 1940
pursuant to the terms of this Amendment.
AMENDMENT
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Now, therefore, for good and valuable consideration, receipt whereof is
hereby acknowledged, the parties hereby agree as follows:
1. Recitals A and B are incorporated herein and made a part hereof.
2. Wellington Management Company, LLP will not consult with any other
sub-manager to the Money Market Fund or to any other Portfolio of the
Series concerning transactions of the Money Market Fund in securities
or other assets, except as such consultations may be reasonably
necessary in order to ensure compliance with paragraphs (a) and (b) of
Rule 12d3-1 under the 1940 Act.
3. This Amendment may be executed in two or more counterparts which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day first set forth above.
XXXX XXXXXXX VARIABLE
SERIES TRUST I
By: /s/ Xxxxxxx X. Xxx Xxxx
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Name: Xxxxxxx X. Xxx Xxxx
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Title: President and CEO
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XXXX XXXXXXX LIFE
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Senior Vice President and
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Chief Investment Strategist
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Wellington Management Company, LLP
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
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Title: Senior Vice President
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