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Exhibit 23(d)10
Form of Amendment to Sub-Investment Management Agreement
This Amendment ("Amendment") is made as of this first day of October, 2003,
by and among Xxxx Xxxxxxx Variable Series Trust I, a Massachusetts business
trust (the "Trust"), Capital Guardian Trust Company ("Capital Guardian"), and
Xxxx Xxxxxxx Life Insurance Company ("JHLICO").
RECITALS
A. Trust, Capital Guardian and JHLICO are parties to that certain
Sub-Investment Management Agreement dated November 1, 2000, as amended (the
"Agreement") pursuant to which (1) Capital Guardian is appointed and now
serves as sub-manager for the Trust's Overseas Equity Fund and Global Bond
Fund and (2) JHLICO is solely responsible for payment of all compensation
due to Capital Guardian for its services thereunder.
B. The parties hereto desire to amend the terms of the Agreement in
accordance with Section 15 of the Investment Advisers Act of 1940 pursuant
to the terms of this Amendment.
C. This Amendment is intended to result in a reallocation of certain
investment advisory fees ("Reallocation"), as between Capital Guardian and
JHLICO, that are paid by the Trust to JHLICO for the investment management
of the Global Bond Fund.
AMENDMENT
Now, therefore, for good and valuable consideration, receipt whereof is
hereby acknowledged, the parties hereby agree as follows:
1. Recitals A, B and C are incorporated herein and made a part hereof.
2. Schedule I shall be deleted and replaced with the attached Schedule I.
3. The Agreement, as amended by this Amendment, is ratified and confirmed.
4. This Amendment may be executed in two or more counterparts which
together shall constitute one instrument.
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REPRESENTATIONS
1. Capital Guardian represents that it will not reduce the quality or
quantity of its services to the Global Bond Fund under the Agreement as a result
of the reduced fee schedule contained in this Amendment, however Capital
Guardian makes no representation or warranty, express or implied, that any level
of performance or investment results will be achieved by the Global Bond Fund or
that the Global Bond Fund will perform comparably with any standard or index,
including other clients of Capital Guardian.
2. JHLICO represents that: (a) it will not reduce the quality or quantity
of its services to the Trust under the Agreement as a result of the reduced fee
schedule contained in this Amendment; (b) approval of this revised fee schedule
has been obtained from the Board of Trustees of the Trust; and (c) in accordance
with JHLICO's understanding of current positions of the Division of Investment
Management of the Securities and Exchange Commission as articulated in its
no-action letter dated August 5, 1997 (INVESCO, SEC Ref. No. 97-198-CC, 1997 SEC
No-Act. LEXIS 787), and Capital Guardian's representations above, the
Reallocation complies with the requirements of such letter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day first set forth above.
XXXX XXXXXXX VARIABLE SERIES TRUST I
By:
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Name:
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Title:
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XXXX XXXXXXX LIFE INSURANCE COMPANY
By:
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Name:
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Title:
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CAPITAL GUARDIAN TRUST COMPANY
By:
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Name:
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Title:
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SCHEDULE I
(Effective October 1, 2003)
Fees
Current Net Subject Assets Under Management Sub-Advisory Fee
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For the Overseas Equity Fund:
On the first $150 million 65 basis points (0.65%) per annum
On the next $150 million 55 basis points (0.55%) per annum
On the next $200 million 45 basis points (0.45%) per annum
On amounts over $500 million 40 basis points (0.40%) per annum
For the Global Bond Fund:
On the first $300 million 37.5 basis points (0.375%) per annum
On the next $200 million 30 basis points (0.30%) per annum
On amounts over $500 million 27.5 basis points (0.275%) per annum
