Exhibit (d)(xxii)
AMENDMENT TO SUB-ADVISORY AGREEMENT
This amendment (the "Amendment") to the Sub-Advisory Agreement is made
as of March 26, 2003 by and between Xxxxxxx Xxxxxx Investment Management, Inc.
("CSIM") and Xxxxxx Associates LP (the "Sub-Adviser");
WHEREAS, CSIM and the Sub-Adviser have entered into a Sub-Advisory
Agreement dated January 11, 2002; and
WHEREAS, CSIM and the Sub-Adviser desire to amend certain provisions of
the Agreement to reflect amendments by the U.S. Securities and Exchange
Commission (the "SEC") to Rules 10f-3, 12d3-1 and 17e-1 and adoption of new Rule
17a-10 under the Investment Company Act of 1940.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties agree as follows:
Sub-section (a) of Section 2. "Duties of sub-adviser" is hereby deleted
and replaced with the following:
(a) Subject to supervision of the Company, the Board of Trustees
("Trustees") and CSIM (collectively, "Fund Parties"), Sub-Adviser shall
be responsible for managing the investment and reinvestment of the
Managed Assets and determine in its discretion, the securities and
other property to be purchased or sold and the portion of the Managed
Assets to be retained in cash, and shall not be responsible for
providing investment advice to any other portion of a Fund. In
performance of its duties and obligations under this Agreement,
Sub-Adviser shall not consult with any other sub-adviser to a Fund
concerning the Managed Assets, except to the extent permitted under the
1940 Act, or any rule, regulation or order thereunder. Sub-Adviser will
use same skill and care in providing the Services to each Fund as it
utilizes in providing investment advisory services to other fiduciary
accounts for which it has investment responsibilities. Sub-Adviser will
provide Fund Parties with records concerning Sub-Adviser's activities
that Fund Parties are required to maintain, and regular reports
concerning Sub-Adviser's performance of the Services.
Except as expressly superseded or modified by this Amendment, the terms
and provisions of the Sub-Advisory Agreement shall continue to apply with full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of date first above written.
XXXXXXX XXXXXX INVESTMENT MANAGEMENT, INC.
/s/ Xxxxxxx X. Xxxx
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By: Xxxxxxx X. Xxxx
Title: SVP & CIO
XXXXXX ASSOCIATES LP
/s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxx
Title: V.P. and General Counsel
