Exhibit (d)(xxiv)
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 Royce & Associates, LLC (the "Sub-Adviser");
WHEREAS, CSIM and the Sub-Adviser have entered into a Sub-Advisory
Agreement dated February 14, 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, as Fund Parties may reasonably request.
Except as expressly superseded or modified by this Amendment, the terms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
ROYCE & ASSOCIATES, LLC
/s/ Xxxx X. Xxxxxxxxx
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By: Xxxx X. Xxxxxxxxx
Title: Chief Operating Officer
